Common use of SEC Reports Clause in Contracts

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a).

SEC Reports. Notwithstanding that (a) Parent has filed with the Company may not be SEC true and complete copies of, all forms, reports, schedules, statements and other documents required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Actfiled by it since December 31, the Company will file with the SEC (unless such filing is not permitted 1999, under the Exchange Act or by the SEC)Securities Act (as such documents have been amended since the time of their filing, so long as the Notes are Outstandingcollectively, the annual reports"Parent SEC Documents"). As of their respective dates or, informationif amended, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after as of the date on which of the Company was so required last such amendment, Parent SEC Documents, including any financial statements or schedules included therein (1) did not contain any untrue statement of a material fact or omit to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on state a Company website) copies of any such information, documents and reports (without exhibits) so material fact required to be filed. Notwithstanding stated therein or necessary in order to make the foregoingstatements therein, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result light of the Company’s accountants circumstances under which they were made, not being “independent” misleading and (as defined pursuant to 2) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made availableSecurities Act, as the case may be, within 90 days after at such Reporting Datetime of filing. (b) The Schedule TO and the Offer Documents to be filed by Merger Sub and Parent pursuant to this Agreement will comply in all material respects with the applicable requirements of the Exchange Act and, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of filed with the SEC (after giving effect in the case of the Schedule TO) and on the date first published, sent or given to the Stockholders (in the case of the Offer Documents), will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided however that no representation or warranty is made herein by Parent with respect to any exemptive relief) because information supplied by the Company in writing specifically for inclusion in the Schedule TO. The information regarding Parent and Merger Sub to be provided by Parent to the Company for inclusion in the Schedule 14D-9 and the Proxy Statement will not, at the time such information is so provided, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to the make the statements therein, in light of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)circumstances under which they were made, not misleading.

SEC Reports. Notwithstanding that (a) The Company has filed with the Company may not be SEC true and complete copies of, all forms, reports, schedules, registration statements and other documents required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Actfiled by it since December 31, the Company will file with the SEC (unless such filing is not permitted 1999, under the Exchange Act or the Securities Act (all documents filed by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to since December 31, 1999, as such Section 13(a) or 15(d) or would be so required to file documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company were so subject. The Company will alsoSEC Documents, within 15 days after the date on which the Company was so required including any financial statements or schedules included therein, (1) did not contain any untrue statement of a material fact or omit to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on state a Company website) copies of any such information, documents and reports (without exhibits) so material fact required to be filed. Notwithstanding stated therein or necessary in order to make the foregoingstatements therein, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result light of the Company’s accountants circumstances under which they were made, not being “independent” misleading and (as defined pursuant to 2) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made availableSecurities Act, as the case may be, within 90 days after at such Reporting Datetime of filing. (b) The Schedule 14D-9 and the Proxy Statement to be filed by the Company pursuant to this Agreement will comply in all material respects with the applicable requirements of the Exchange Act and will not, liquidated damages will accrue on at the Notes at a rate of 0.50% per annum from time the date that Schedule 14D-9 or the definitive Proxy Statement is 90 days after such Reporting Date to filed with the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableSEC, as the case may be, and (y) mailed to the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless stockholders of the number Company, contain any untrue statement of such elections material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided however that no representation or warranty is made herein by the Company)Company with respect to any information, if any, supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9 or the Proxy Statement. The information regarding the Company to be provided to Parent and Merger Sub for inclusion in the Schedule TO will not, at the time such information is provided, contain any untrue statement of material fact or omit to state any material fact required to be deemed stated therein or necessary in order to have satisfied make the requirements of this Section 405 if any Parent files and provides reportsstatements therein, documents and information in light of the types otherwise so requiredcircumstances under which they were made, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)misleading.

SEC Reports. Notwithstanding that Company has timely filed with or furnished to, as applicable, the Company may not be SEC all registration statements, prospectuses, reports, schedules, forms, definitive proxy statements and other documents (including exhibits and all other information incorporated by reference) required to be filed with or remain furnished to the SEC by Company or any of its Subsidiaries pursuant to the Securities Act or the Exchange Act, as the case may be, since January 1, 2015 (the “Company SEC Reports”). The Company SEC Reports are publicly available (including via the SEC’s ▇▇▇▇▇ filing system). Except to the extent corrected by subsequent Company SEC Reports, no Company SEC Report, at the time filed, furnished or communicated (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (but before the date of this Agreement and only to the extent publicly available) shall be deemed to modify information as of an earlier date. As of their respective dates, all Company SEC Reports filed or furnished under the Securities Act and the Exchange Act complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, no executive officer of Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). As of the date of this Agreement, there are no outstanding comments from or material unresolved issues raised by the SEC with respect to any of the Company SEC Reports and, to Company’s knowledge, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC investigation. None of Company’s Subsidiaries is required to file or furnish as an issuer any forms, reports or other documents with the SEC pursuant to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a).

SEC Reports. Notwithstanding (a) The Company shall file with the Trustee, within 15 days after the Company is required to file the same with the SEC, after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) that the Company may not be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then the Company shall file with the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC and within 15 days after such information, documents or reports are due with respect to a non-accelerated filer and after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act, such information, documents or reports that may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations. Notwithstanding the foregoing, (i) the Company will be deemed to have furnished such information, documents or remain reports referred to above to the Trustee if the Company has filed such information, documents or reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) or, if at any time the Company is no longer subject to reporting under Section 13 or 15(d) of the Exchange Act and is not permitted to file such information, documents or reports with the SEC, if the Company posts such information, documents or reports on the Company’s publicly available website and (ii) if at any time the Company is no longer subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will file not be deemed to have failed to comply with the SEC (unless such filing is not permitted any of its obligations under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such this Section 13(a6(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 until 30 days after the date on which the Company was so any information, document or report hereunder is required to file or would be so required to file if filed with the Company were so subjectTrustee. (b) Delivery of such reports, transmit by mail to all Holders, as their names information and addresses appear in the Note Register, and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under the Indenture or this Supplemental Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no duty to review or make available on a Company website) copies independent investigation with respect to any of any the foregoing received by the Trustee, and shall hold the same solely as repository. The Trustee shall have no obligation whatsoever to determine whether or not such information, documents and or reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined have been filed pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such ▇▇▇▇▇ filing system (or transmitting its successor) or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect postings to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)website have occurred.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Company shall, beginning August 15, 2003, file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC), (a) within 90 days after the end of each fiscal year (or such shorter period as may be required by the SEC), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required by the SEC), reports on Form 10-Q (or any successor or comparable form), (c) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8-K by the SEC), such other reports on Form 8-K (or any successor or comparable form), and (d) any other information, documents and other reports which the Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, the Company will shall not be so obligated to file such reports with the SEC (unless if the SEC does not permit such filing is not permitted under the Exchange Act or by the SEC)filing, so long as the Notes are Outstanding, the annual reports, information, documents and other reports that in which event the Company is required shall make available such information to file with prospective purchasers of Securities, in addition to providing such information to the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if Trustees and the Company were so subject. The Company will alsoHolders, in each case within 15 days after the date on which the Company was so would be required to file such information with the SEC if it were subject to Section 13 or would be so required to file if 15(d) of the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filedExchange Act. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required such requirements shall be deemed satisfied prior to be included in any such filing are not reasonably available on a timely basis as a result the commencement of the Company’s accountants not being “independent” Registered Exchange Offer or the effectiveness of the Shelf Registration Statement (as defined pursuant to in the Appendix) by the filing with the SEC of the Exchange Act Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. In the event that: (i) the rules and regulations of the SEC thereunder)permit the Company and TRW Automotive Holdings or TRW Automotive Intermediate Holdings to report at the TRW Automotive Holdings' or TRW Automotive Intermediate Holdings' level on a consolidated basis; and (ii) TRW Automotive Holdings or TRW Automotive Intermediate Holdings, as applicable, is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Company, such consolidated reporting at the TRW Automotive Holdings' or TRW Automotive Intermediate Holdings' level, as applicable, in a manner consistent with that described in this covenant for the Company will satisfy this covenant. In addition, if the Company has not previously filed with the SEC the Exchange Offer Registration Statement and/or Shelf Registration Statement, the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or shall make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information Holders no later than May 15, 2003, financial statements and a management's discussion and analysis for the first anniversary of the date on three months ended March 31, 2003, similar to that which the same was otherwise required pursuant to the preceding provisions of this paragraph (would be included in a Form 10-Q, except that such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has document may not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and contain guarantor footnote information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required purchase accounting therein may be reflected on a preliminary basis and subject to file change when included in the Exchange Offer Registration Statement and/or Shelf Registration Statement. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information separately under contained therein or determinable from information contained therein, including the applicable rules and regulations Company's compliance with any of its covenants hereunder (as to which the SEC Trustee is entitled to rely exclusively (after giving effect subject to any exemptive reliefArticle 7 hereof) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(aon Officers' Certificates).

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will alsoIf, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectat any time, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any such liquidated damages. The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a). Subject to Article VII, delivery of reports, information and documents to the Trustee under this Section 405 is for informational purposes only and the Trustee’s receipt (or constructive receipt) of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). Subject to Article VII, the Trustee is not obligated to confirm that the Company has complied with its obligations contained in this Section 405 to file such reports with the SEC or post such reports and information on its website.

SEC Reports. Notwithstanding that Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstandingoutstanding, the annual reports, information, documents and other reports that Company shall furnish to the Company is required to Holders or post on its website or file with the SEC pursuant for public availability: (a) within 90 days after the end of each fiscal year (or such other period then in effect under the rules and regulations promulgated under the Exchange Act with respect to such Section 13(a) or 15(d) or the filing of an Annual Report on Form 10-K by a non-accelerated filer), an annual report as would be so required to file be filed with the SEC on Form 10-K if the Company were so subject. The Company will also, required to file such reports; (b) within 15 45 days after the date end of each of the first three fiscal quarters of each fiscal year (or such other period then in effect under the rules and regulations promulgated under the Exchange Act with respect to the filing of a Quarterly Report on which the Company was so Form 10-Q by a non-accelerated filer), a quarterly report as would be required to file or would be so required to file filed with the SEC on Form 10-Q if the Company were so subject, transmit by mail required to all Holders, file such reports; and (c) as their names soon as practicable (and addresses appear in any event no later than five days after the Note Register, period then in effect under the rules and regulations promulgated under the Exchange Act with respect to the Trustee (or make available filing of a Current Report on Form 8-K) after the occurrence of an event required to be therein reported, a current report as would be required to be filed with the SEC on Form 8-K if the Company website) copies were required to file such reports; provided, however, that, if the last day of any such informationperiod is not a Business Day, documents and such report shall be due on the next succeeding Business Day. All such reports (without exhibits) so required to shall be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included prepared in any such filing are not reasonably available on a timely basis as a result all material respects in accordance with all of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar applicable to such required audited or reviewed financial statements or informationreports, provided except that such reports (a) the Company shall in any event will not be required to make such filing include separate financial information that would be required by Rules 3-10 and so transmit or make available such audited or reviewed financial statements or information no later than 3-16 of Regulation S-X under the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) Securities Act and (b) if the Company makes such an election and such filing has will not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date be subject to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company)Trust Indenture Act. The Company will or any direct or indirect parent company of the Company shall maintain a public or non-public website on which Holders, prospective investors and securities analysts are given access to the annual and quarterly financial information described above. If the website containing the financial reports is not available to the public, the Company or any direct or indirect parent company of the Company shall direct Holders, prospective investors and securities analysts on its publicly available website to contact the Company to obtain access to the nonpublic website. If any direct or indirect parent company of the Company guarantees the Notes on terms substantially similar to those applicable to Subsidiary Guarantees and files reports with the SEC in accordance with Section 13 of 15(d) of the Exchange Act, whether voluntarily or otherwise, in compliance with the filing periods specified in the first paragraph of this Section 10.09, then the Company shall be deemed to comply with this Section 10.09. For the avoidance of doubt, such reports need not include separate financial information required by Rules 3-10 and 3-16 of Regulation S-X under the Securities Act. In addition, to the extent not satisfied by the foregoing, the Company hereby agrees, for so long as any Notes are outstanding, it shall furnish to Holders, securities analysts and prospective investors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding anything herein to the contrary, the Company shall not be deemed to have satisfied failed to comply with any of its obligations hereunder for purposes of Section 5.01(d) until 120 days after the requirements of date any report hereunder is due, and failure to comply with this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and 10.09 shall be automatically cured when the Company is not or its direct or indirect parent company provides all required reports to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply Holders or files all required reports with the other provisions of TIA § 314(a)SEC.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 6.4 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a). The Trustee shall have no responsibility or liability whatsoever for determining whether or not such filings have occurred. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. Notwithstanding that Since December 31, 2009, the Company may not be has filed or furnished (as applicable) all forms, reports and documents with the SEC that have been required to be so filed or remain subject furnished (as applicable) by it under Law prior to the reporting requirements date hereof, and, after the date of Section 13(a) or 15(d) of this Agreement and until the Exchange ActAcceptance Time, the Company will timely file or furnish (as applicable) all forms, reports and documents with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes that are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding filed or furnished (as applicable) by it under Law (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) by the foregoing, if any audited Company on or reviewed financial statements or information required prior to be included in any such filing are not reasonably available on a timely basis as a result the expiration date of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial dateOffer, the “Reporting DateSEC Reports”) and (b) if the Company makes such an election and such filing has not been made). Each SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, each to the extent and as in effect on the date such SEC Report was, or will be, filed. True, correct and complete copies of all SEC Reports filed prior to the date hereof have been made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (y▇▇▇▇▇) database of the first anniversary SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such Reporting Date (provided that amended or superseded filing), each SEC Report did not more than 0.50% per annum and will not contain any untrue statement of a material fact or omit to state any material fact necessary in liquidated damages shall be payable for any period regardless order to make the statements made therein, in the light of the number circumstances under which they were made, not misleading. As of the date of this Agreement, neither the Company nor any Subsidiary has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC, in each case, which have not previously been resolved by the Company with the SEC or such other Governmental Authority, and neither the Company nor any Subsidiary has received any written notice from the SEC or any other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated as of the date of this Agreement, and, to the Company’s Knowledge, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such elections by the Company)certifications. The Company will be deemed and each of its officers and to have satisfied the requirements Company’s Knowledge, each of this Section 405 if any Parent files and provides reports, documents and information its directors are in compliance in all material respects with (i) the applicable provisions of the types otherwise so required, in each case within the applicable time periods, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of promulgated thereunder and (ii) the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)applicable Nasdaq Rules.

SEC Reports. Notwithstanding (a) The Company shall file with the Trustee, within 15 days after the Company is required to file the same with the SEC, after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) that the Company may not be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then the Company shall file with the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC and within 15 days after such information, documents or reports are due with respect to a non-accelerated filer and after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act, such information, documents or reports that may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations. Notwithstanding the foregoing, (i) the Company will be deemed to have furnished such information, documents or remain reports referred to above to the Trustee if the Company has filed such information, documents or reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) or, if at any time the Company is no longer subject to reporting under Section 13 or 15(d) of the Exchange Act and is not permitted to file such information, documents or reports with the SEC, if the Company posts such information, documents or reports on the Company’s publicly available website and (ii) if at any time the Company is no longer subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will file not be deemed to have failed to comply with the SEC (unless such filing is not permitted any of its obligations under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such this Section 13(a6(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 until 30 days after the date on which the Company was so any information, document or report hereunder is required to file or would be so required to file if filed with the Company were so subjectTrustee. (b) Delivery of such reports, transmit by mail to all Holders, as their names information and addresses appear in the Note Register, and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under the Base Indenture or this Supplemental Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no duty to review or make available on a Company website) copies independent investigation with respect to any of any the foregoing received by the Trustee, and shall hold the same solely as repository. The Trustee shall have no obligation whatsoever to determine whether or not such information, documents and or reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined have been filed pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such ▇▇▇▇▇ filing system (or transmitting its successor) or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect postings to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)website have occurred.

SEC Reports. So long as any Notes are outstanding: (a) At any time prior to such time as the Company first becomes required to be subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company shall furnish to the Trustee (if not publicly available on E▇▇▇▇): (i) within 105 days following the end of each fiscal year of the Company ending after the Issue Date (or such longer period as would be permitted by the SEC if the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under this Section 405) were then subject to SEC reporting requirements as a non-accelerated filer), the consolidated financial statements of the Company for such year prepared in accordance with GAAP, together with a report thereon by the Company’s independent auditors, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in an Annual Report on Form 10-K (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form); it being understood that the Company shall not be required to include any separate consolidating financial information with respect to the Company, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for the Company, any Subsidiary Guarantor or any other affiliate of the Company; (ii) within 60 days after the end of each of the first three fiscal quarters of the Company in each fiscal year of the Company (or such longer period as would be permitted by the SEC if the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under this Section 405) were then subject to SEC reporting requirements as a non-accelerated filer), beginning with the first such fiscal quarter ending after the Issue Date, the condensed consolidated financial statements of the Company for such quarter prepared in accordance with GAAP, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in a Quarterly Report on Form 10-Q (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form); it being understood that the Company shall not be required to include any separate consolidating financial information with respect to the Company, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for the Company, any Subsidiary Guarantor or any other affiliate of the Company; and (iii) information substantially similar to the information that would be required to be included in a Current Report on Form 8-K (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form) pursuant to Item 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets) or 5.01 (Changes in Control of Registrant) of such form (and in any event excluding, for the avoidance of doubt, the financial statements, pro forma financial information and exhibits, if any, that would be required by Item 9.01 (Financial Statements and Exhibits) of such form), within 15 days after the date of filing that would have been required for a current report on Form 8-K. In addition, to the extent not satisfied by the foregoing, for so long as the Notes remain subject to this paragraph (a), the Company will furnish to Holders thereof and prospective investors in such Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this covenant, it being understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307, 308 and 308T of Regulation S-K under the Securities Act or (b) comply with Rules 13-01 and 13-02 of Regulation S-X under the Securities Act. (b) Substantially concurrently with the furnishing or making available to the Trustee of the information specified in Section 405(a) pursuant thereto, the Company shall also (1) use its commercially reasonable efforts (i) to post copies of such reports on such website as may be then maintained by the Company, or (ii) to post copies of such reports on a website (which may be nonpublic) to which access is given to Holders of the Notes, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act that certify their status as such to the reasonable satisfaction of the Company), and securities analysts (to the extent providing research and analysis of investment in the Notes to investors and prospective investors therein) and market-making financial institutions reasonably satisfactory to the Company, or (iii) otherwise to provide substantially comparable availability of such reports (as determined by the Company in good faith) (it being understood that, without limitation, making such reports available on Bloomberg or another private electronic information service shall constitute substantially comparable availability), or (2) to the extent the Company determines in good faith that it cannot make such reports available in the manner described in the preceding clause (1) after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. (c) Notwithstanding the foregoing, at any time following such time as the Company first becomes required to be subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstandingoutstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also. (d) If, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectat any time, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such statement or filing pursuant to Section 405(a) or Section 405(c) are not reasonably available on a timely basis as a result of the Company’s (or, any Parent’s whose financial statements satisfy the Company’s reporting obligations under this covenant) accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under this covenant) may, in lieu of making such filing or transmitting furnishing to the Trustee the financial statements or making available the information, documents and reports so required to be filedfiled or furnished, elect to make a filing or furnish to the Trustee on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, ; provided that (ai) the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under this covenant) shall in any event be required to make such filing and so transmit or make available filing, as applicable, such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (bii) if the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under this covenant) makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any such liquidated damages. The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent, in the case of Section 405(a), furnishes or makes available information regarding the Parent files and provides reports, documents and information of the types type otherwise so requiredrequired with respect to the Company, and in the case of Section 405(c), is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and has filed reports required under Section 13(a) or 15(d) of the Exchange Act with the SEC via E▇▇▇▇ (or successor) filing system and such reports are publicly available, in each case within provided that the applicable time periodssame is accompanied by information describing the non-equity differences between the financial information relating to such Parent and its Subsidiaries, on the one hand, and the financial information relating to the Company and its Subsidiaries, on the other hand, which information may be in a form substantially consistent with the disclosure of such differences included in the Offering Memorandum (as determined by the Company in good faith, which determination shall be conclusive) and for the avoidance of doubt need not be audited or compliant with Regulation S-X. As of the Issue Date, the Company plans on complying with requirements of this Section 405 by furnishing, making available, filing or providing, as applicable, information, reports and documents of Holding. Delivery of reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall have no liability or responsibility for the filing, timeliness, or content of such reports. The Trustee is not required obligated to file such reportsmonitor or confirm, on a continuing basis or otherwise, any reports or other documents and information separately under the applicable rules and regulations of filed with the SEC (after giving effect or posted to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)website or to participate in any conference calls.

SEC Reports. Notwithstanding that the Company Issuers may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company or RSC will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is Issuers are required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company they were so subject. The Company or RSC will also, within 15 days after the date on which the Company or RSC, as applicable, was so required to file or would be so required to file if the Company or RSC, as applicable, were so subject, transmit by mail to all applicable Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company or RSC website, provided, however, that the Trustee shall have no responsibility to determine if such reports and other documents have been so made available) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s or RSC’s, as applicable, accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company or RSC, as applicable, may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, ; provided that (a) the Company or RSC, as applicable, shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company or RSC, as applicable, makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the CompanyCompany or RSC, as applicable). The Company or RSC, as applicable, will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company or RSC, as applicable, is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company or RSC, as applicable, also will comply with the other provisions of TIA § 314(a).

SEC Reports. Notwithstanding (a) The Company shall file with the Trustee, within 15 days after the Company is required to file the same with the SEC, after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) that the Company may not be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then the Company shall file with the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC and within 15 days after such information, documents or reports are due with respect to a non-accelerated filer and after giving effect to any grace period provided by Rule 12b- 25 under the Exchange Act, such information, documents or reports that may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations. Notwithstanding the foregoing, (i) the Company will be deemed to have furnished such information, documents or remain reports referred to above to the Trustee if the Company has filed such information, documents or reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) or, if at any time the Company is no longer subject to reporting under Section 13 or 15(d) of the Exchange Act and is not permitted to file such information, documents or reports with the SEC, if the Company posts such information, documents or reports on the Company’s publicly available website and (ii) if at any time the Company is no longer subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will file not be deemed to have failed to comply with the SEC (unless such filing is not permitted any of its obligations under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such this Section 13(a7(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 until 30 days after the date on which the Company was so any information, document or report hereunder is required to file or would be so required to file if filed with the Company were so subjectTrustee. (b) Delivery of such reports, transmit by mail to all Holders, as their names information and addresses appear in the Note Register, and documents to the Trustee (or make available on a Company website) copies is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under the Indenture or this Supplemental Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no obligation whatsoever to determine whether or not such information, documents and or reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined have been filed pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such ▇▇▇▇▇ filing system (or transmitting its successor) or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect postings to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)website have occurred.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, informationdocuments, documents information and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or otherwise making available the such audited or reviewed financial statements or information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, ; provided that (a) the Company shall in any event be required to make such filing and so or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such informationdocuments, documents information and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such informationreports, documents and reports information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent parent files and provides reports, documents and information of the types otherwise so requiredrequired to be filed, in each case within the applicable time periods; provided that if such parent shall not own, and directly or indirectly, 100% of the Capital Stock of the Company is not required to file or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information separately shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the applicable rules Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and regulations its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, the Company will furnish to Holders thereof and prospective investors in such Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this Section 405, it is understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 of the SEC Sarbanes Oxley Act of 2002, as amended, or related items 307 and 308 of Regulation S-K under the Securities Act or (after giving effect to any exemptive reliefb) because of the filings by such Parent. The Company also will comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the other provisions Securities Act. Delivery of TIA § 314(asuch reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including the Company’s compliance with any of its covenants under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subjectsubject to SEC reporting requirements as a non-accelerated filer. The Company will also, within 15 days after be deemed to have satisfied the date on which the Company was so required to file or would be so required to file requirements of this Section 404 if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such informationParent files reports, documents and reports (without exhibits) information of the types otherwise so required required, in each case within the applicable time periods. If such Parent has material operations separate and apart from its ownership of the Company, then the Company or such Parent will provide consolidating information, which need not be audited, that explains in reasonable detail the differences between the information relating to be filedsuch Parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. Notwithstanding the foregoing, if If any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s or any such Parent’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company or such Parent may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filedfiling, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, ; provided that (a) the Company or such Parent shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph Section 404 (such initial date, the “Reporting Date”) and (b) if the Company or such Parent makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed Trustee shall have no obligation to have satisfied the requirements of this Section 405 if any Parent files and provides reportsdetermine whether or not such information, documents and information of or reports have been filed pursuant to the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC SEC’s ▇▇▇▇▇ filing system (after giving effect or its successor) or postings to any exemptive relief) because of the filings by such Parentwebsite have occurred. The Company also will comply with the other provisions of TIA § 314(a)Trustee has no duty to participate in or monitor any conference calls.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will alsoIf, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectat any time, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any such liquidated damages. Notwithstanding the foregoing, the Company shall not be required to file or cause to be filed with the SEC or transmit or make available (or to make any filing with the SEC that would be required to include) separate financial statements of any Subsidiary solely as a result of the inclusion of any class of securities of any such Subsidiary in the Collateral. The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a). Subject to Article VII, delivery of reports, information and documents to the Trustee under this Section 405 is for informational purposes only and the Trustee’s receipt (or constructive receipt) of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). Subject to Article VII, the Trustee is not obligated to confirm that the Company has complied with its obligations contained in this Section 405 to file such reports with the SEC or post such reports and information on its website.

SEC Reports. Notwithstanding that Since January 1, 2010, the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain subject furnished (as applicable) by it under applicable Laws prior to the reporting requirements date hereof, and, after the date of Section 13(a) or 15(d) of this Agreement and until the Exchange ActEffective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under applicable Laws prior to such time (unless all such filing is not permitted under the Exchange Act forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) at or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and prior to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so Effective Time that are not required to be filed. Notwithstanding the foregoing, if any audited so filed or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial datefurnished, the “Reporting DateSEC Reports”) and (b) if the Company makes such an election and such filing has not been made). Each SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. As of its filing date (y) or, if amended or superseded by a filing prior to the first anniversary date of this Agreement, on the date of such Reporting Date (provided that not more than 0.50% per annum amended or superseded filing), each SEC Report did not, and will not, contain any untrue statement of a material fact or omit to state any material fact necessary in liquidated damages shall be payable for any period regardless order to make the statements made therein, in the light of the number circumstances under which they were made, not misleading. Since January 1, 2010, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Entity that such elections by SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated. None of the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company ’s Subsidiaries is not required to file such any forms, reports, schedules, statements or other documents and information separately under with the applicable rules and regulations SEC. No executive officer of the SEC (after giving effect Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any exemptive relief) because of the filings by such Parent. The Company also will comply SEC Report, except as disclosed in certifications filed with the other provisions SEC Reports. Neither the Company nor any of TIA § 314(a)its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a).

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject; provided that the Company shall not in any event be required to file or cause to be filed with the SEC any of such information, documents and reports prior to the commencement of the exchange offer or effectiveness of the shelf registration statement as provided for in the Registration Rights Agreement. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filedfiled (or, in lieu of any thereof, a registration statement filed with the SEC under the Securities Act or any amendment thereto, provided such registration statement or amendment contains the information that would have been included therein). Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any such liquidated damages. Notwithstanding the foregoing, (x) the Company shall not be required to file or cause to be filed with the SEC or transmit or make available (or to make any filing with the SEC that would be required to include) separate financial statements of any Subsidiary solely as a result of the inclusion of any class of securities of any such Subsidiary in the Collateral and (y) prior to the commencement of the exchange offer or effectiveness of the shelf registration statement pursuant to the Registration Rights Agreement, (i) the Company will be deemed to have satisfied the requirements of the second sentence of the first paragraph of this Section 405 by providing, within the time periods specified therein, (A) with respect each fiscal year, the information required under Items 6, 7, 7A and 8 of Form 10-K (as in effect on the Issue Date), (B) with respect to the first three fiscal quarters of each fiscal year, the information required under Items 1, 2 and 3 of Form 10-Q (as in effect on the Issue Date) and (C) with respect to the occurrence of an event required to be reported as a “current report” on Form 8-K, the information required under Items 1.01, 1.02, 1.03, 2.01, 2.03, 2.04, 2.06, 4.01, 4.02, 5.01, 5.02(a),(b),(c) and (d) (other than any information relating to compensation arrangements with any directors or officers) and 9.01(a) (but only with respect to historical financial statements relating to transactions required to be reported pursuant to Item 2.01) of Form 8-K (as in effect on the Issue Date) and (ii) the Company shall not be required to transmit or make available (x) separate financial statements of any Note Guarantor or any consolidating footnote contemplated by Rule 3-10 of Regulation S-X of the Securities Act, (y) any “current report” if the Company determines in good faith that the event that would be the subject of such report is not material to Holders or the business, assets, operations or financial position of the Company and its Restricted Subsidiaries, taken as a whole, or (z) any information that would otherwise be required by Sections 302 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and Items 307, 308 or 308T of Regulation S-K. The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a). Subject to Article VII, delivery of reports, information and documents to the Trustee under this Section 405 is for informational purposes only and the Trustee’s receipt (or constructive receipt) of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). Subject to Article VII, the Trustee is not obligated to confirm that the Company has complied with its obligations contained in this Section 405 to file such reports with the SEC or post such reports and information on its website.

SEC Reports. Notwithstanding (a) The Company shall file with the Trustee, within 15 days after the Company is required to file the same with the SEC, after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) that the Company may not be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then the Company shall file with the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC and within 15 days after such information, documents or reports are due with respect to a non-accelerated filer and after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act, such information, documents or reports that may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations. Notwithstanding the foregoing, (i) the Company will be deemed to have furnished such information, documents or remain reports referred to above to the Trustee if the Company has filed such information, documents or reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) or, if at any time the Company is no longer subject to reporting under Section 13 or 15(d) of the Exchange Act and is not permitted to file such information, documents or reports with the SEC, if the Company posts such information, documents or reports on the Company’s publicly available website and (ii) if at any time the Company is no longer subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will file not be deemed to have failed to comply with the SEC (unless such filing is not permitted any of its obligations under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such this Section 13(a6(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 until 30 days after the date on which the Company was so any information, document or report hereunder is required to file or would be so required to file if filed with the Company were so subjectTrustee. (b) Delivery of such reports, transmit by mail to all Holders, as their names information and addresses appear in the Note Register, and documents to the Trustee (or make available on a Company website) copies is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under the Indenture or this Supplemental Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no obligation whatsoever to determine whether or not such information, documents and or reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined have been filed pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such ▇▇▇▇▇ filing system (or transmitting its successor) or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect postings to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)website have occurred.

SEC Reports. Notwithstanding The Company has filed or furnished (as applicable) all forms, reports and documents with the SEC that the Company may not be have been required to be so filed or remain subject furnished (as applicable) by it under applicable Law prior to the reporting requirements date hereof, and, after the date of Section 13(a) or 15(d) of this Agreement and until the Exchange ActAcceptance Time, the Company will timely file or furnish (as applicable) all forms, reports and documents with the SEC that are required to be filed or furnished (unless as applicable) by it under applicable Law (all such filing is not permitted under the Exchange Act forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) on or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and prior to the Trustee (or make available on a Company website) copies expiration date of any such information, documents and reports (without exhibits) so the Offer that are not required to be filed. Notwithstanding the foregoing, if any audited so filed or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” furnished (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting DateSEC Reports”) and (b) if the Company makes such an election and such filing has not been made). Each SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form, in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (ythe “▇▇▇▇-▇▇▇▇▇ Act”), each as in effect on the date such SEC Report was, or will be, filed. True, correct and complete copies of all SEC Reports filed prior to the date hereof, whether or not required under applicable Law, have been made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the first anniversary SEC. As of its filing date, (or, if revised, amended, modified or superseded by a filing prior to the date of this Agreement, on the date of such Reporting Date (provided that amended or superseded filing), each SEC Report did not more than 0.50% per annum and will not contain any untrue statement of a material fact or omit to state any material fact necessary in liquidated damages shall be payable for any period regardless order to make the statements made therein, in the light of the number circumstances under which they were made, not misleading. As of such elections the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports. To the knowledge of the Company, none of the SEC Reports is the subject of ongoing SEC review and there are no inquiries or investigations by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if SEC or any Parent files and provides reports, documents and information of the types otherwise so requiredinternal investigations pending or threatened, in each case within regarding any accounting practices of the applicable time periods, and Company. None of the Company Company’s Subsidiaries is not required to file such reportsany forms, reports or other documents and information separately under with the applicable rules and regulations SEC. No executive officer of the SEC (after giving effect Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any exemptive relief) because SEC Report. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the filings by accuracy, completeness, form or manner of filing of such Parentcertifications. The Company also will comply with qualifies as an “emerging growth company” as defined in the other provisions of TIA § 314(a)Jumpstart Our Business Startups Act.

SEC Reports. So long as any Notes are outstanding: (a) At any time prior to such time as the Company first becomes required to be subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company shall furnish to the Trustee (if not publicly available on ▇▇▇▇▇): (i) within 105 days following the end of each fiscal year of the Company ending after the Issue Date (or such longer period as would be permitted by the SEC if the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under this Section 405) were then subject to SEC reporting requirements as a non-accelerated filer), the consolidated financial statements of the Company for such year prepared in accordance with GAAP, together with a report thereon by the Company’s independent auditors, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in an Annual Report on Form 10-K (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form); it being understood that the Company shall not be required to include any separate consolidating financial information with respect to the Company, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for the Company, any Subsidiary Guarantor or any other affiliate of the Company; (ii) within 60 days after the end of each of the first three fiscal quarters of the Company in each fiscal year of the Company (or such longer period as would be permitted by the SEC if the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under this Section 405) were then subject to SEC reporting requirements as a non-accelerated filer), beginning with the first such fiscal quarter ending after the Issue Date, the condensed consolidated financial statements of the Company for such quarter prepared in accordance with GAAP, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in a Quarterly Report on Form 10-Q (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form); it being understood that the Company shall not be required to include any separate consolidating financial information with respect to the Company, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for the Company, any Subsidiary Guarantor or any other affiliate of the Company; and (iii) information substantially similar to the information that would be required to be included in a Current Report on Form 8-K (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form) pursuant to Item 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets) or 5.01 (Changes in Control of Registrant) of such form (and in any event excluding, for the avoidance of doubt, the financial statements, pro forma financial information and exhibits, if any, that would be required by Item 9.01 (Financial Statements and Exhibits) of such form), within 15 days after the date of filing that would have been required for a current report on Form 8-K. In addition, to the extent not satisfied by the foregoing, for so long as the Notes remain subject to this paragraph (a), the Company will furnish to Holders thereof and prospective investors in such Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this covenant, it being understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307, 308 and 308T of Regulation S-K under the Securities Act or (b) comply with Rules 13-01 and 13-02 of Regulation S-X under the Securities Act. (b) Substantially concurrently with the furnishing or making available to the Trustee of the information specified in Section 405(a) pursuant thereto, the Company shall also (1) use its commercially reasonable efforts (i) to post copies of such reports on such website as may be then maintained by the Company, or (ii) to post copies of such reports on a website (which may be nonpublic) to which access is given to Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act that certify their status as such to the reasonable satisfaction of the Company), and securities analysts (to the extent providing research and analysis of investment in the Notes to investors and prospective investors therein) and market-making financial institutions reasonably satisfactory to the Company, or (iii) otherwise to provide substantially comparable availability of such reports (as determined by the Company in good faith) (it being understood that, without limitation, making such reports available on Bloomberg or another private electronic information service shall constitute substantially comparable availability), or (2) to the extent the Company determines in good faith that it cannot make such reports available in the manner described in the preceding clause (1) after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. (c) Notwithstanding the foregoing, at any time following such time as the Company first becomes required to be subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstandingoutstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also. (d) If, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectat any time, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such statement or filing pursuant to Section 405(a) or Section 405(c) are not reasonably available on a timely basis as a result of the Company’s (or, any Parent’s whose financial statements satisfy the Company’s reporting obligations under this covenant) accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under this covenant) may, in lieu of making such filing or transmitting furnishing to the Trustee the financial statements or making available the information, documents and reports so required to be filedfiled or furnished, elect to make a filing or furnish to the Trustee on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, ; provided that (ai) the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under this covenant) shall in any event be required to make such filing and so transmit or make available filing, as applicable, such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (bii) if the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under this covenant) makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any such liquidated damages. The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent, in the case of Section 405(a), furnishes or makes available information regarding the Parent files and provides reports, documents and information of the types type otherwise so requiredrequired with respect to the Company, and in the case of Section 405(c), is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and has filed reports required under Section 13(a) or 15(d) of the Exchange Act with the SEC via ▇▇▇▇▇ (or successor) filing system and such reports are publicly available, in each case within provided that the applicable time periodssame is accompanied by information describing the non-equity differences between the financial information relating to such Parent and its Subsidiaries, on the one hand, and the financial information relating to the Company and its Subsidiaries, on the other hand, which information may be in a form substantially consistent with the disclosure of such differences included in the Offering Memorandum (as determined by the Company in good faith, which determination shall be conclusive) and for the avoidance of doubt need not be audited or compliant with Regulation S-X. As of the Issue Date, the Company plans on complying with requirements of this Section 405 by furnishing, making available, filing or providing, as applicable, information, reports and documents of Holding. Delivery of reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall have no liability or responsibility for the filing, timeliness, or content of such reports. The Trustee is not required obligated to file such reportsmonitor or confirm, on a continuing basis or otherwise, any reports or other documents and information separately under the applicable rules and regulations of filed with the SEC (after giving effect or posted to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)website or to participate in any conference calls.

SEC Reports. Notwithstanding that (a) Since January 1, 2019 through the date of this Agreement, the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain furnished (as applicable) and, after the date of this Agreement and until the Effective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it prior to the time so required (all such forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the SEC after January 1, 2019, and at or prior to the Effective Time that are not required to be so filed or furnished, the “SEC Reports”). (b) Each SEC Report complied, or will comply, as the case may be, as of its filing date (or, if amended or superseded by a filing, on the date of such amended or superseded filing), as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the SEC Reports or any registration statement filed by the Company with the SEC and (ii) no SEC Report nor any registration statement filed by the Company with the SEC is, to the Knowledge of the Company, the subject of ongoing SEC review. (e) No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (f) Since January 1, 2019, no executive officer of the Company will file has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC (unless Reports, and at the time of filing or submission of each such filing is not permitted under certification, such certification was true and accurate and complied with the Exchange Act or by the SEC)▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 1, so long as the Notes are Outstanding2019, the annual reports, information, documents and other reports that neither the Company is required to file with nor any of its executive officers has received any written notice from any Governmental Entity challenging or questioning the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will alsoaccuracy, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectcompleteness, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such manner of filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)certifications.

SEC Reports. So long as any Notes are outstanding: (a) Notwithstanding that following the Issue Date the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstandingoutstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectsubject to SEC reporting requirements as a non-accelerated filer. (b) At any time (the date thereof, transmit by mail the “Termination Date”) as the Company is not required to all Holders, as their names and addresses appear in the Note Register, and be subject to the Trustee (reporting requirements of Section 13(a) or make available on a 15(d) of the Exchange Act and the Company website) copies of any such is not permitted by the Exchange Act or the SEC to file with the SEC the annual reports, information, documents and other reports that it would be required to file if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company shall furnish to the Trustee: (without exhibitsi) so within 105 days following the end of each fiscal year of the Company (or such longer period as may be permitted by the SEC if the Company were then subject to SEC reporting requirements as a non-accelerated filer), beginning with the first fiscal year of the Company ended after the Termination Date, the consolidated financial statements of the Company for such year prepared in accordance with GAAP, together with a report thereon by the Company’s independent auditors, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in an Annual Report on Form 10-K (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form); it being understood that (x) the Company shall not be required to include any separate consolidating financial information with respect to the Company, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for the Company, any Subsidiary Guarantor or any other affiliate of the Company and (y) the consolidated financial statements of the Company or any similar reference shall, in each case, include each variable interest entity that the Company would otherwise be required to consolidate under GAAP; (ii) within 60 days after the end of each of the first three fiscal quarters of the Company in each fiscal year of the Company (or such longer period as may be permitted by the SEC if the Company were then subject to SEC reporting requirements as a non-accelerated filer), beginning with the first fiscal quarter of the Company ended after the Termination Date, the condensed consolidated financial statements of the Company for such quarter prepared in accordance with GAAP, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in a Quarterly Report on Form 10-Q (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form); it being understood that (x) the Company shall not be required to include any separate consolidating financial information with respect to the Company, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for the Company, any Subsidiary Guarantor or any other affiliate of the Company and (y) the consolidated financial statements of the Company or any similar reference shall, in each case, include each variable interest entity that the Company is required to consolidate under GAAP; and (iii) information substantially similar to the information that would be required to be filed. Notwithstanding included in a Current Report on Form 8-K (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form) pursuant to Item 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets) or 5.01 (Changes in Control of Registrant) of such form (and in any event excluding, for the avoidance of doubt, the financial statements, pro forma financial information and exhibits, if any, that would be required by Item 9.01 (Financial Statements and Exhibits) of such form), within 15 days after the date of filing that would have been required for a current report on Form 8-K. In addition, to the extent not satisfied by the foregoing, if for so long as the Notes remain subject to this paragraph (b), the Company will furnish to Holders thereof and prospective investors in such Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this covenant, it being understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307, 308 and 308T of Regulation S-K under the Securities Act and (b) comply with Rule 3-10 and Rule 3-16 of Regulation S-X under the Securities Act. (c) Substantially concurrently with the furnishing or making available to the Trustee of the information specified in paragraph (b) above pursuant thereto, the Company shall also (1) use its commercially reasonable efforts (i) to post copies of such reports on such website as may be then maintained by the Company, or (ii) to post copies of such reports on a website (which may be nonpublic) to which access is given to Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act that certify their status as such to the reasonable satisfaction of the Company), and securities analysts (to the extent providing research and analysis of investment in the Notes to investors and prospective investors therein) and market-making financial institutions reasonably satisfactory to the Company, or (iii) otherwise to provide substantially comparable availability of such reports (as determined by the Company in good faith) (it being understood that, without limitation, making such reports available on Bloomberg or another private electronic information service shall constitute substantially comparable availability), or (2) to the extent the Company determines in good faith that it cannot make such reports available in the manner described in the preceding clause (1) after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. (d) If, at any time, any audited or reviewed financial statements or information required to be included in any such statement or filing pursuant to paragraph (a) or (b) above are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the financial statements or information, documents and reports so required to be filed, transmitted or made available, as the case may be, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, ; provided that (ai) the Company shall in any event be required to make such filing and so transmit or make available available, as applicable, such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (bii) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any such liquidated damages. The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reportsParent, documents and information in the case of paragraph (a), is subject to the reporting requirements of Section 13(a) or 15(d) of the types Exchange Act and has filed reports required under Section 13(a) or 15(d) of the Exchange Act with the SEC via the E▇▇▇▇ (or successor) filing system and such reports are publicly available or in the case of paragraph (b), furnishes or makes available information regarding such Parent of the type otherwise so required, in each case within the applicable time periods, and required with respect to the Company is not required to file under such reports, documents and information separately paragraph (b). Following the qualification of this Indenture under the applicable rules and regulations of TIA, the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a). Subject to Article VII, delivery of reports, information and documents to the Trustee under this Section 405 is for informational purposes only and the Trustee’s receipt (or constructive receipt) of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). Subject to Article VII, the Trustee is not obligated to confirm that the Company has complied with its obligations contained in this Section 405 to file such reports with the SEC or post such reports and information on its website.

SEC Reports. Notwithstanding that (a) Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless subject to the next sentence) and provide the Trustee and Holders with such filing is not permitted under annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections (after giving effect to all applicable extensions and cure periods) and containing all the information, audit reports and exhibits required for such reports. If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall provide the Trustee and Holders with such reports within the time periods specified in such Exchange Act sections for a registrant that is not an accelerated filer or a large accelerated filer; provided, however, that (i) no certifications or attestations concerning the financial statements or disclosure controls and procedures or internal controls that would otherwise be required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 shall be required (provided further, however, that nothing contained in the terms herein shall otherwise require the Company to comply with the terms of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 at any time when it would not otherwise be subject to such statute); (ii) the financial statements required of acquired businesses shall be limited to the financial statements (in whatever form) that the Company receives in connection with the applicable acquisition, whether or not audited; (iii) no financial statements of unconsolidated entities shall be required; (iv) no financial schedules specified in Regulation S-X under the Securities Act shall be required; (v) the Company may limit the information disclosed in such reports in respect of Item 402 of Regulation S-K under the Securities Act to the information identified in Item 402 that is included other than through incorporation by reference in the SECOffering Memorandum (which disclosure regarding such types of information shall be presented in a manner consistent in all material respects with the disclosure so contained in the Offering Memorandum); (vi) compliance with the requirements of Item 10(e) of Regulation S-K and Regulation G under the Securities Act shall not be required (but the Company shall provide a reconciliation to any non-GAAP financial measures as defined in Regulation G under the Securities Act); (vii) information specified in Rules 3-10 and 3-16 of Regulation S-X under the Securities Act with respect to Subsidiaries and affiliates shall not be required; and (viii) no exhibits pursuant to Item 601 of Regulation S-K under the Securities Act (other than in respect of instruments defining the rights of security holders to the extent such instruments would be required to be filed by paragraph (b)(4) of such Item 601 and material contracts to the extent such contracts would be required to be filed by paragraph (b)(10) of such Item 601) shall be required; provided, however, that contracts required to be filed only by either or both of paragraph (b)(10)(ii)(A) and paragraph (b)(10)(iii) of such Item 601 shall not be required. References in the immediately-preceding clauses (i) through (viii) to statutory or regulatory provisions include any successor provisions. Notwithstanding anything to the contrary, so long as the Notes are OutstandingCompany is a consolidated Subsidiary of a direct or indirect parent company for financial reporting purposes, the annual reports, information, documents reports and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect provided or furnished pursuant to make the first paragraph of this Section 4.02(a) may, at the option of the Company, be those of such parent company, rather than those of the Company, and, if the Company so elects in any such case, may be filed, provided or furnished by such parent company; provided that financial information of such parent company so filed, provided or furnished include a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or reasonable explanation of the material differences (if any) between the information substantially similar relating to such parent company, on the one hand, and the information relating to the Company and its consolidated Subsidiaries on a standalone basis, on the other hand. (b) For so long as any Notes remain outstanding and constitute “restricted securities” as defined in Rule 144 under the Securities Act, during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company and the Guarantors shall furnish to the Holders and to prospective investors, upon their request, the information required audited to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) For so long as the Company (or reviewed financial statements or informationparent company, provided that (aas applicable) files the foregoing reports and other information with the SEC, the Company shall in be deemed to have provided to the Trustee and Holders all of the foregoing reports and other information if the Company (or parent company, as applicable) has filed or furnished such reports and other information with the SEC via the ▇▇▇▇▇ filing system or any event be required to make successor electronic filing system and such reports are publicly available. For the administrative convenience of the Trustee, the Company shall send an electronic copy of each such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding Trustee at such e-mail address as the Trustee may specify from time to time in accordance with the notice provisions of this paragraph Indenture; provided, however, that failure to send any such electronic copies will not constitute a Default or Event of Default. (d) To the extent that any report or other information is not filed, provided or furnished within the time periods specified in this Section 4.02 and such initial datereport or other information is subsequently filed, provided or furnished, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements its obligations with respect thereto at such time and any Default with respect thereto will be deemed to have been cured. (e) Delivery of this Section 405 if any Parent files and provides such reports, information and documents and information of to the types otherwise so required, in each case within the applicable time periodsTrustee is for informational purposes only, and the Company Trustee’s receipt thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to certificates). The Trustee shall not required be obligated to file such reportsmonitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants or with respect to any reports or other documents and information separately under the applicable rules and regulations of filed with the SEC (after giving effect to or ▇▇▇▇▇ or any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)website under this Indenture, or participate in any conference calls.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Trustee shall have no responsibility or liability whatsoever for determining whether or not such filings have occurred. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). So long as any Notes are outstanding, the Company also or Parent will comply (1) not later than ten Business Days after filing or furnishing a copy of the Company’s or Parent’s annual or quarterly report with the other provisions SEC or the Trustee, hold a conference call to discuss the results of TIA § 314(a)operations for the relevant reporting period, with the opportunity to ask questions of management (the Company may satisfy the requirements of this clause (1) by holding the required conference call within the time period required by this clause (1) as part of any earnings call of the Company or Parent) and (2) issue a press release to an internationally recognized wire service prior to the date of the conference call required to be held in accordance with this paragraph, announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders, prospective investors, broker-dealers and securities analysts to contact the appropriate person at the Company or Parent.

SEC Reports. Notwithstanding that Buyer has filed with the Company may not be SEC all forms, reports and documents required to be or remain subject to filed by Buyer since January 1, 2013 (collectively, the reporting “Buyer SEC Reports”). As of their respective dates, the Buyer SEC Reports (i) were prepared in all material respects in accordance with the requirements of Section 13(a) the Securities Act or 15(d) of the Securities Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstandingcase may be, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunderthereunder applicable to such Buyer SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Buyer makes no representation or warranty whatsoever concerning any Buyer SEC Report as of any time other than the date or period with respect to which it was filed. None of Buyer’s subsidiaries is required to file any forms, reports or other documents with the SEC. The chief executive officer and the chief financial officer of Buyer have signed, and Buyer has filed with the SEC, all certifications required by Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn, and neither Buyer nor any of its officers has received notice from any Governmental Body questioning or challenging the accuracy, completeness, form or manner of filing of such certifications. As used in this Section 2.2(g), the Company may, term “file” shall be broadly construed to include any manner in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make which a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements document or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply filed with the other provisions of TIA § 314(a)SEC.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the any Notes are Outstandingoutstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subjectsubject to SEC reporting requirements as a non-accelerated filer. The Company will also, within 15 days after be deemed to have satisfied the date on which the Company was so required to file or would be so required to file requirements of this Section 404 if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such informationParent files reports, documents and reports (without exhibits) information of the types otherwise so required required, in each case within the applicable time periods. If such Parent has material operations separate and apart from its ownership of the Company, then the Company or such Parent will provide consolidating information, which need not be audited, that explains in reasonable detail the differences between the information relating to be filedsuch Parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. Notwithstanding the foregoing, if If any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s or any such Parent’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company or such Parent may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filedfiling, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, ; provided that (a) the Company or such Parent shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph Section 404 (such initial date, the “Reporting Date”) and (b) if the Company or such Parent makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). Reports by the Company or Guarantors delivered to the Trustee are for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Company will Trustee shall not be deemed obligated to monitor or confirm, on a continuing basis or otherwise, its compliance with the covenants or with respect to any reports or other documents filed with the SEC or E▇▇▇▇ or any website under this Indenture, or participate in any conference calls. The Trustee shall have satisfied the requirements of this Section 405 if any Parent files and provides reportsno obligation to determine whether or not such information, documents and information or reports have been filed pursuant to the SEC’s E▇▇▇▇ filing system (or its successor) or postings to any website have occurred. The Trustee shall have no liability or responsibility for the filing, timeliness, or content of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a).

SEC Reports. Notwithstanding that Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless subject to the next sentence) and provide the Trustee and Holders with such filing is not permitted under annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act or by and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the SEC), so long as times specified for the Notes are Outstanding, filings of such reports under such Sections and containing all the annual reports, information, documents audit reports and other reports that exhibits required for such reports. If at any time, the Company is required not subject to file the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC pursuant within the time periods required unless the SEC will not accept such a filing. The Company shall not take any action for the purpose of causing the SEC not to accept any such Section 13(a) or 15(d) or filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on its website within the time periods that would be so required to file apply if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if those reports with the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filedSEC. Notwithstanding the foregoing, the Company shall be entitled to satisfy such requirements prior to the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement by filing with the SEC the Exchange Offer Registration Statement or Shelf Registration Statement, to the extent that any such Registration Statement contains substantially the same information as would be required to be filed by the Company if it were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and by providing the Trustee and Holders with such Registration Statement (and any audited or reviewed amendments thereto) promptly following the filing thereof. At any time that any of the Company's Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, the Company shall furnish to the Holders of the Securities and to prospective investors, upon the requests of such Holders, any information required to be included in any such filing delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately freely transferable under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such ParentSecurities Act. The Company also will shall comply with the other provisions of TIA § Section 314(a).

SEC Reports. So long as any Notes are outstanding: (a) Notwithstanding that following the Issue Date the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstandingoutstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectsubject to SEC reporting requirements as a non-accelerated filer. (b) At any time (the date thereof, transmit by mail the “Termination Date”) as the Company is not required to all Holders, as their names and addresses appear in the Note Register, and be subject to the Trustee (reporting requirements of Section 13(a) or make available on a 15(d) of the Exchange Act and the Company website) copies of any such is not permitted by the Exchange Act or the SEC to file with the SEC the annual reports, information, documents and other reports that it would be required to file if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company shall furnish to the Trustee: (without exhibitsi) so within 105 days following the end of each fiscal year of the Company (or such longer period as may be permitted by the SEC if the Company were then subject to SEC reporting requirements as a non-accelerated filer), beginning with the first fiscal year of the Company ended after the Termination Date, the consolidated financial statements of the Company for such year prepared in accordance with GAAP, together with a report thereon by the Company’s independent auditors, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in an Annual Report on Form 10-K (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form); it being understood that (x) the Company shall not be required to include any separate consolidating financial information with respect to the Company, any Issuer, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for the Company, any Issuer, any Subsidiary Guarantor or any other affiliate of the Company and (y) the consolidated financial statements of the Company or any similar reference shall, in each case, include each variable interest entity that the Company would otherwise be required to consolidate under GAAP; (ii) within 60 days after the end of each of the first three fiscal quarters of the Company in each fiscal year of the Company (or such longer period as may be permitted by the SEC if the Company were then subject to SEC reporting requirements as a non-accelerated filer), beginning with the first fiscal quarter of the Company ended after the Termination Date, the condensed consolidated financial statements of the Company for such quarter prepared in accordance with GAAP, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in a Quarterly Report on Form 10-Q (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form); it being understood that (x) the Company shall not be required to include any separate consolidating financial information with respect to the Company, any Issuer, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for the Company, any Issuer, any Subsidiary Guarantor or any other affiliate of the Company and (y) the consolidated financial statements of the Company or any similar reference shall, in each case, include each variable interest entity that the Company is required to consolidate under GAAP; and (iii) information substantially similar to the information that would be required to be filed. Notwithstanding included in a Current Report on Form 8-K (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form) pursuant to Item 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets) or 5.01 (Changes in Control of Registrant) of such form (and in any event excluding, for the avoidance of doubt, the financial statements, pro forma financial information and exhibits, if any, that would be required by Item 9.01 (Financial Statements and Exhibits) of such form), within 15 days after the date of filing that would have been required for a current report on Form 8-K. In addition, to the extent not satisfied by the foregoing, if for so long as the Notes remain subject to this paragraph (b), the Company will furnish to Holders thereof and prospective investors in such Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this covenant, it being understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307, 308 and 308T of Regulation S-K under the Securities Act and (b) comply with Rule 3-10 and Rule 3-16 of Regulation S-X under the Securities Act. (c) Substantially concurrently with the furnishing or making available to the Trustee of the information specified in paragraph (b) above pursuant thereto, the Company shall also (1) use its commercially reasonable efforts (i) to post copies of such reports on such website as may be then maintained by the Company, or (ii) to post copies of such reports on a website (which may be nonpublic) to which access is given to Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act that certify their status as such to the reasonable satisfaction of the Company), and securities analysts (to the extent providing research and analysis of investment in the Notes to investors and prospective investors therein) and market-making financial institutions reasonably satisfactory to the Company, or (iii) otherwise to provide substantially comparable availability of such reports (as determined by the Company in good faith) (it being understood that, without limitation, making such reports available on Bloomberg or another private electronic information service shall constitute substantially comparable availability), or (2) to the extent the Company determines in good faith that it cannot make such reports available in the manner described in the preceding clause (1) after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. (d) If, at any time, any audited or reviewed financial statements or information required to be included in any such statement or filing pursuant to paragraph (a) or (b) above are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the financial statements or information, documents and reports so required to be filed, transmitted or made available, as the case may be, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, ; provided that (ai) the Company shall in any event be required to make such filing and so transmit or make available available, as applicable, such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (bii) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any such liquidated damages. The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent, in the case of paragraph (a), is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and has filed reports required under Section 13(a) or 15(d) of the Exchange Act with the SEC via the ▇▇▇▇▇ (or successor) filing system and such reports are publicly available or in the case of paragraph (b), furnishes or makes available information regarding such Parent files and provides of the type otherwise required with respect to the Company under such paragraph (b). Subject to Article VII, delivery of reports, information and documents to the Trustee under this Section 405 is for informational purposes only and information the Trustee’s receipt (or constructive receipt) of the types otherwise so requiredforegoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, in each case within including the applicable time periodsCompany’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). Subject to Article VII, and the Trustee is not obligated to confirm that the Company is not required has complied with its obligations contained in this Section 405 to file such reports, documents reports with the SEC or post such reports and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)on its website.

SEC Reports. Notwithstanding that the Company Issuers may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company or RSC will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is Issuers are required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company they were so subject. The Company or RSC will also, within 15 days after the date on which the Company or RSC, as applicable, as was so required to file or would be so required to file if the Company or RSC, as applicable were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company or RSC website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s 's or RSC's, as applicable, accountants not being “"independent” " (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company or RSC, as applicable, may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, ; provided that (a) the Company or RSC, as applicable, shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “"Reporting Date”") and (b) if the Company or RSC, as applicable, makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the CompanyCompany or RSC, as applicable). The Company or RSC, as applicable will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company or RSC, as applicable, is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company or RSC, as applicable, also will comply with the other provisions of TIA § Section 314(a).

SEC Reports. Notwithstanding that (a) Since the Reference Date, the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain subject furnished (as applicable) by it under Applicable Law at or prior to the reporting requirements time so required, and, after the date of Section 13(a) or 15(d) of this Agreement and until the Exchange ActEffective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes that are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited filed by it under Applicable Law at or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant prior to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports time so required to be filed(all such forms, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial reports, schedules, statements or information substantially similar to such required audited or reviewed financial statements or informationand documents, provided that (a) as the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of same may have been amended since the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial datetheir filing, the “Reporting DateSEC Reports”) and ). (b) if Except to the Company makes such an election and such filing has not been madeextent updated, amended, restated or corrected by a subsequent SEC Report prior to the date hereof, each SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless with all applicable provisions of the number ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) Neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC since the Reference Date or any notice from the SEC or other Governmental Authority that such elections SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the knowledge of the Company, there is not, any investigation or review being conducted by the CompanySEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). The Company will be deemed to have satisfied As of the requirements date of this Section 405 if any Parent files and provides reportsAgreement, documents and information there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports. (d) None of the types otherwise so required, in each case within the applicable time periods, and the Company Company’s Subsidiaries is not required to file such any forms, reports, schedules, statements or other documents and information separately under with the applicable rules and regulations SEC. (e) No executive officer of the SEC (after giving effect Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any exemptive relief) because of the filings by such Parent. The Company also will comply SEC Report, except as disclosed in certifications filed with the other provisions SEC Reports, and at the time of TIA § 314(a)filing or submission of each such certification, such certification was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its executive officers has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will alsoIf, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectat any time, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any such liquidated damages. The Company will be deemed to have satisfied furnished the reports referred to above to the Trustee and the Holders if any direct or indirect Parent is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and has filed reports required under Section 13(a) or 15(d) of the Exchange Act with the SEC via the ▇▇▇▇▇ (or successor) filing system and such reports are publicly available. Notwithstanding the foregoing, the Company shall not be required to file or cause to be filed with the SEC or transmit or make available (or to make any filing with the SEC that would be required to include) separate financial statements of any Subsidiary solely as a result of the inclusion of any class of securities of any such Subsidiary in the Collateral. Subject to Article VII, delivery of reports, information and documents to the Trustee under this Section 405 if any Parent files is for informational purposes only and provides reports, documents and information the Trustee’s receipt (or constructive receipt) of the types otherwise so requiredforegoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, in each case within including the applicable time periodsCompany’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). Subject to Article VII, and the Trustee is not obligated to confirm that the Company is not required has complied with its obligations contained in this Section 405 to file such reports, documents reports with the SEC or post such reports and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)on its website.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will file if not filed electronically with the SEC through ▇▇▇▇▇ (or any successor system), the Company shall provide to the Trustee and the registered Holders of the Notes, within 15 days of the time periods specified in the relevant forms: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms (but without any requirement to provide separate financial statements of any Subsidiary of the Company), including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accounting firm; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. Additionally, the Company shall cause such documents to be filed with the SEC unless the SEC shall not accept such filing is not permitted documents. The requirement for the Company to provide information may be satisfied by posting such reports, documents and information on its website within the time periods specified by this Section 3.2; provided, however, that the Company shall (upon request) provide one copy of the exhibits of the foregoing to the Trustee and shall (upon request) provide additional copies of such exhibits to any Holder or prospective Holder. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and its Restricted Subsidiaries. In addition, the Company and the Subsidiary Guarantors shall make available to the Holders and to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act or by the SEC), so long as the Notes are Outstanding, not freely transferable under the annual reports, information, documents Securities Act. The Company shall also hold a quarterly conference call for the Holders of the Notes to discuss financial information for the previous quarter. The conference call shall be following the last day of each fiscal quarter of the Company and other reports not later than ten business days from the time that the Company is required to file with distributes the SEC pursuant to such Section 13(afinancial information as set forth in clause (1) or 15(d) or would be so required to file if the Company were so subjectabove. The Company will also, within 15 No fewer than three days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and prior to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder)conference call, the Company mayshall issue a press release announcing the time and date of such conference call and providing instructions for holders of Notes, in lieu of making such filing or transmitting or making available the information, documents securities analysts and reports so required prospective investors to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar obtain access to such required audited or reviewed financial statements or informationcall. For the avoidance of doubt, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied satisfy the requirements of this Section 405 if paragraph by holding the conference call required above within the time period required as part of any Parent files and provides reports, documents and information earnings call of the types otherwise so required, Company in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply accordance with the other provisions of TIA § 314(a)past practice.

SEC Reports. Notwithstanding that (a) The Company has timely filed with the Company may not be U.S. Securities and Exchange Commission (the "SEC") under the Exchange Act all documents required to be or remain subject to the reporting requirements of Section 13(a) filed under Sections 13, 14 or 15(d) of the Exchange ActAct since December 31, 1997. Prior to each Closing Date, the Company will file shall have previously delivered to the Purchaser (a) each Annual Report on Form 10-K of the Company filed with the SEC since December 31, 1998 (the Annual Report on Form 10-K most recently filed prior to a given Closing Date is referred to herein as the "COMPANY 10-K" relating to such Closing Date), (b) all proxy statements relating to the Company's meetings of stockholders held since December 31, 1998 and (c) all other documents filed by the Company with the SEC since December 31, 1998, in each case as filed with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstandingcollectively, the annual reports"COMPANY SEC REPORTS"). As of their respective dates, information, such documents complied in all material respects with applicable SEC requirements and other reports that the Company is required did not contain any untrue statement of a material fact or omit to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on state a Company website) copies of any such information, documents and reports (without exhibits) so material fact required to be filed. Notwithstanding stated therein or necessary to make the foregoingstatements therein, in light of the circumstances under which they were made, not misleading. (b) Neither the Company nor any Subsidiary of the Company, if any, is a party to or bound by, and neither they nor their properties are subject to, any audited contract or reviewed financial statements other agreement, or information any amendment thereto, required to be included disclosed in any a Form 10-K, Form 10-Q or Form 8-K of the Company which is not disclosed in the Company SEC Reports. Except as disclosed in the Company SEC Reports or as disclosed on Schedule 3.5(b) attached hereto, all of such filing contracts and other agreements are not reasonably available on a timely basis as a result valid, subsisting, in full force and effect, binding upon the Company or the applicable subsidiary of the Company’s accountants not being “independent” (as defined pursuant , if any, and, to the Exchange Act and the rules and regulations best knowledge of the SEC thereunder)Company, binding upon the Company may, other parties thereto in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periodsaccordance with their terms, and the Company is not required to file such reports, documents and information separately under or the applicable rules and regulations subsidiary of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a).Company, if any, have paid in full or accrued all

SEC Reports. Notwithstanding that (a) Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless subject to the next sentence) and provide the Trustee and Holders with such filing is not permitted under annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections (after giving effect to all applicable extensions and cure periods) and containing all the information, audit reports and exhibits required for such reports. If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall provide the Trustee and Holders with such reports within the time periods specified in such Exchange Act sections for a registrant that is not an accelerated filer or a large accelerated filer; provided, however, that (i) no certifications or attestations concerning the financial statements or disclosure controls and procedures or internal controls that would otherwise be required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 shall be required (provided further, however, that nothing contained in the terms herein shall otherwise require the Company to comply with the terms of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 at any time when it would not otherwise be subject to such statute); (ii) the financial statements required of acquired businesses shall be limited to the financial statements (in whatever form) that the Company receives in connection with the applicable acquisition, whether or not audited; (iii) no financial statements of unconsolidated entities shall be required; (iv) no financial schedules specified in Regulation S-X under the Securities Act shall be required; (v) the Company may limit the information disclosed in such reports in respect of Item 402 of Regulation S-K under the Securities Act to the information identified in Item 402 that is included other than through incorporation by reference in the SECOffering Memorandum (which disclosure regarding such types of information shall be presented in a manner consistent in all material respects with the disclosure so contained in the Offering Memorandum); (vi) compliance with the requirements of Item 10(e) of Regulation S-K and Regulation G under the Securities Act shall not be required (but the Company shall provide a reconciliation to any non-GAAP financial measures as defined in Regulation G under the Securities Act); (vii) information specified in Rules 3-10 and 3-16 of Regulation S-X under the Securities Act with respect to Subsidiaries and affiliates shall not be required; and (viii) no exhibits pursuant to Item 601 of Regulation S-K under the Securities Act (other than in respect of instruments defining the rights of security holders to the extent such instruments would be required to be filed by paragraph (b)(4) of such Item 601 and material contracts to the extent such contracts would be required to be filed by paragraph (b)(10) of such Item 601) shall be required; provided, however, that contracts required to be filed only by either or both of paragraph (b)(10)(ii)(A) and paragraph (b)(10)(iii) of such Item 601 shall not be required. References in the immediately-preceding clauses (i) through (viii) to statutory or regulatory provisions include any successor provisions. Notwithstanding anything to the contrary, so long as the Notes are OutstandingCompany is a consolidated Subsidiary of a direct or indirect parent company for financial reporting purposes, the annual reports, information, documents reports and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form provided or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required furnished pursuant to the preceding provisions first paragraph of this paragraph (Section 4.02(a) may, at the option of the Company, be those of such initial dateparent company, rather than those of the “Reporting Date”) and (b) Company, and, if the Company makes so elects in any such an election and case, may be filed, provided or furnished by such filing has not been madeparent company; provided that financial information of such parent company so filed, provided or furnished include a reasonable explanation of the material differences (if any) between the information relating to such informationparent company, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periodsone hand, and the information relating to the Company is not required to file such reportsand its consolidated Subsidiaries on a standalone basis, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with on the other provisions of TIA § 314(a)hand.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject; provided that the Company shall not in any event be required to file or cause to be filed with the SEC any of such information, documents and reports prior to the commencement of the exchange offer or effectiveness of the shelf registration statement as provided for in the Registration Rights Agreement. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, ; provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any such liquidated damages. The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a). Subject to Article VII, delivery of reports, information and documents to the Trustee under this Section 405 is for informational purposes only and the Trustee’s receipt (or constructive receipt) of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). Subject to Article VII, the Trustee is not obligated to confirm that the Company has complied with its obligations contained in this Section 405 to file such reports with the SEC or post such reports and information on its website.

SEC Reports. Notwithstanding that Buyer has filed with the Company may not be SEC all forms, reports and documents required to be or remain subject to filed by Buyer since January 1, 2014 (collectively, the reporting “Buyer SEC Reports”). As of their respective dates, the Buyer SEC Reports (a) were prepared in all material respects in accordance with the requirements of Section 13(a) the Securities Act or 15(d) of the Securities Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstandingcase may be, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar thereunder applicable to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) Buyer SEC Reports and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the Company date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Buyer makes such an election no representation or warranty whatsoever concerning any Buyer SEC Report as of any time other than the date or period with respect to which it was filed. None of Buyer’s subsidiaries is required to file any forms, reports or other documents with the SEC. The chief executive officer and the chief financial officer of Buyer have signed, and Buyer has filed with the SEC, all certifications required by Section 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and such filing has not been made, certifications contain no qualifications or such information, documents exceptions to the matters certified therein and reports have not been transmitted modified or made availablewithdrawn, as and neither Buyer nor any of its officers has received notice from any Governmental Body questioning or challenging the case may beaccuracy, within 90 days after completeness, form or manner of filing of such Reporting Datecertifications. As used in this ARTICLE 2, liquidated damages will accrue on the Notes at term “file” shall be broadly construed to include any manner in which a rate of 0.50% per annum from the date that document or information is 90 days after such Reporting Date filed with or furnished to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)SEC.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a). The Trustee shall have no responsibility or liability whatsoever for determining whether or not such filings have occurred. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. Notwithstanding that (i) The Issuers will file with the Company may not be required SEC all information, documents and reports to be or remain subject filed with the SEC pursuant to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, in the Company will file with case of the SEC (unless such filing is Company, whether or not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) 13 or 15(d) or would of the Exchange Act, and in the case of Capital, only to the extent subject to such filing requirements; provided, however, that the Company shall not be so required to file if the Company were so subject. The Company will also, within 15 days after make any such filings prior to the date on which the Company was so required to file or Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 1998 would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so have been required to be filed. Notwithstanding , if, at the foregoing, if any audited or reviewed financial statements or information time such filings would have been required to be included in any such filing are not reasonably available on a timely basis as a result made with the SEC, either (i) the Company shall have provided to each Holder of the Company’s accountants not being “independent” Notes the information that would have been required to be filed or (ii) the Exchange Registration Statement (as such term is defined pursuant in the Registration Rights Agreement) has been filed with the SEC but has not yet been declared effective and copies of the Exchange Offer Registration Statement and any amendments thereto (to the extent such Registration Statement and/or amendments contain additional information not disclosed in the Offering Memorandum that would have been the subject of a filing required to be made under Section 13 or 15(d) of the Exchange Act) have been provided to each Holder of the Notes, provided that any exhibits to the Exchange Act and the rules and regulations Registration Statement (or any amendments thereto) need not be delivered to any Holder of the SEC thereunder)Notes, but sufficient copies thereof shall be furnished to the Company mayTrustee as reasonably requested to permit the Trustee to deliver any such exhibits to any Holder of the Notes upon request. The Issuers (at their own expense) will file with the Trustee within 15 days after they file them with the SEC, in lieu copies of making such filing or transmitting or making available the annual reports and of the information, documents and other reports so (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Issuers file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Upon qualification of this Indenture under the TIA, the Issuers shall also comply with the provisions of TIA Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). (ii) At the Issuers' expense, regardless of whether the Issuers are required to be filed, elect furnish such reports and other information referred to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that in paragraph (a) above to their equityholders pursuant to the Exchange Act, the Company shall cause such reports and other information to be mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar within 15 days after they file them with the SEC. (iii) The Issuers shall, upon request, provide to any event Holder of Notes or any prospective transferee of any such Holder any information concerning the Issuers (including financial statements) necessary in order to permit such Holder to sell or transfer Notes in compliance with Rule 144A under the Securities Act; provided, however, that the Issuers shall not be required to make furnish such filing and so transmit information in connection with any request made on or make available such audited or reviewed financial statements or information no later than the first anniversary of after the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum is two years from the date that is 90 days after such Reporting Date to the earlier later of (xi) the date on which such filing has been made, Note (or such information, documents and reports have been transmitted any predecessor Note) was acquired from the Issuers or made available, as the case may be, and (yii) the first anniversary of date such Reporting Date Note (provided that not more than 0.50% per annum in liquidated damages shall be payable for or any period regardless predecessor Note) was last acquired from an "affiliate" of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case Issuers within the applicable time periods, and the Company is not required to file such reports, documents and information separately meaning of Rule 144 under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)Securities Act.

SEC Reports. Notwithstanding that (a) Since December 27, 2015 (the “Reference Date”), the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain subject furnished (as applicable) by it under Applicable Law at or prior to the reporting requirements time so required, including any amendments or supplements thereto, and, after the date of Section 13(a) or 15(d) of this Agreement and until the Exchange ActEffective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required, including any amendments or supplements thereto (unless all such forms, reports, schedules, statements and documents, as amended or supplemented, filed or furnished since the Reference Date, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the SEC at or prior to the Effective Time that are not required to be so filed or furnished, the “SEC Reports”). (b) Each SEC Report complied, or will comply, as the case may be, as of its filing is not permitted under date, with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such SEC Report was, or will be, filed, except as would not be material to the Company and its Subsidiaries taken as a whole, and none of the SEC Reports contained, as of its filing date, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. (c) From the Reference Date to the date hereof, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the knowledge of the Company, there is not, as of the date of this Agreement, any investigation or review being conducted by the SECSEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein), so long as except in each case for such comments, questions, notices, investigations or reviews which have been fully resolved. (d) None of the Notes are Outstanding, the annual reports, information, documents and other reports that the Company Company’s Subsidiaries is required to file any forms, reports, schedules, statements or other documents with the SEC pursuant to such Section 13(aSEC. (e) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after is in compliance in all material respects with the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result provisions of the Company’s accountants not being “independent” (as defined pursuant to the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations of the SEC thereunder)NYSE, in each case, that are applicable to the Company. Since the Reference Date, no executive officer of the Company mayhas failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in lieu certifications filed with the SEC Reports, and at the time of making such filing or transmitting or making available submission of each such certification, such certification was true and accurate and complied with the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. From the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Reference Date to the earlier date hereof, neither the Company nor any of (x) its executive officers has received notice from any Governmental Authority challenging or questioning the date on which such accuracy, completeness, form or manner of filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)certifications.

SEC Reports. Notwithstanding that the The Company may not be has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, furnished by the Company will file with the SEC (unless such filing is not permitted under the Securities Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holdersof 1934, as their names and addresses appear in the Note Registeramended, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The SEC Reports at the time they were filed complied, in all material respects with the Securities Act or the Exchange Act, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described in the SEC Reports that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder). There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports that were not or will not have been filed as required in the SEC Reports. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC thereunder)Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, the Company mayother governmental inquiries or investigations or internal investigations pending or threatened in writing (or, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial dateCompany’s knowledge, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Companythreatened orally). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and regarding any accounting practice of the Company is not required or any of its Subsidiaries or otherwise relating to file such reports, documents and information separately under the applicable rules and regulations Company or any of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)its Subsidiaries.

SEC Reports. Notwithstanding The Company has filed all forms, reports and documents with the SEC that the Company may not be have been required to be or remain subject filed by it under applicable laws prior to the reporting requirements of Section 13(a) or 15(d) of the Exchange Actdate hereof, and the Company will file prior to the Effective Time all forms, reports and documents with the SEC that are required to be filed by it under applicable laws prior to such time (unless all such filing is not permitted under the Exchange Act forms, reports and documents, together with any other forms, reports or other documents filed by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) on or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and prior to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so Effective Time that are not required to be so filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting DateSEC Reports”) and (b) if the Company makes such an election and such filing has not been made). Each SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, each as in effect on the date such SEC Report was, or will be, filed. True and correct copies of all Company SEC Reports filed prior to the date hereof, whether or not required under applicable laws, have been furnished or made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (yE▇▇▇▇) database of the first anniversary SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such Reporting Date (provided that amended or superseded filing), each SEC Report did not more than 0.50% per annum and will not contain any untrue statement of a material fact or omit to state any material fact necessary in liquidated damages shall be payable for any period regardless order to make the statements made therein, in the light of the number circumstances under which they were made, not misleading. None of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company ’s Subsidiaries is not required to file such reportsany forms, reports or other documents and information separately under with the applicable rules and regulations SEC. No executive officer of the SEC (after giving effect Company has failed to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any exemptive relief) because of the filings by such Parent. The Company also will comply SEC Report, except as disclosed in certifications filed with the other provisions SEC Reports. Neither the Company nor any of TIA § 314(a)its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Reports. Notwithstanding that the Company may not be ----------- required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act applicable to a "foreign private issuer" (as such term is defined in Rule 3b-4 under the Exchange Act), from and after the date on which the Company first becomes subject to such reporting requirements, the Company will shall file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstandingoutstanding, the following reports by the dates indicated (or, in the case of the first such report, if later, the date that is 45 days after the effectiveness of a registration statement in respect of Initial Notes or Exchange Notes exchanged therefor, as the case may be): (i) within 120 days from the end of each fiscal year, an annual reports, information, documents and other reports that report on Form 20-F (or any successor form) containing the Company is information required to file be contained therein for such fiscal year, and (ii) within 60 days after the end of each of the first three quarters in each fiscal year, quarterly reports on Form 6-K containing unaudited financial statements (including a balance sheet and statement of income, changes in stockholders' equity and cash flows) and Management's Discussion and Analysis of Financial Condition and Results of Operations for and as of the end of such quarters (with comparable financial statements for such quarter of the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subjectimmediately preceding fiscal year). The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectfiles such reports, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company mayor, in lieu of making such filing one or transmitting more of the quarterly reports for fiscal 1998, a registration statement filed with the SEC under the Securities Act or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or informationany amendment thereto, provided such registration statement or amendment contains the information that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports would have been transmitted or made available, as the case may be, and (y) the first anniversary of included in each such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Companyreport). The Company will be deemed to have satisfied the such requirements of this Section 405 if any a Parent files and provides reports, documents and information of the types otherwise so requiredrequired to be filed by the Company, or of the types required to be filed by a U.S. issuer with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company (and, to the extent required under the TIA, any other obligor upon the Notes) also will shall comply with the other provisions of TIA § (S) 314(a).

SEC Reports. Notwithstanding that (a) Since December 31, 2012, the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain subject furnished (as applicable) by it under Applicable Law at or prior to the reporting requirements time so required, and, after the date of Section 13(a) or 15(d) of this Agreement and until the Exchange ActEffective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required (unless all such filing is not permitted under the Exchange Act forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) at or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and prior to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so Effective Time that are not required to be filed. Notwithstanding the foregoing, if any audited so filed or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial datefurnished, the “Reporting DateSEC Reports”) and ). (b) if the Company makes such an election and such filing has not been madeEach SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless with all applicable provisions of the number ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) Neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such elections SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the knowledge of the Company, there is not, any investigation or review being conducted by the CompanySEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). The Company will be deemed to have satisfied As of the requirements date of this Section 405 if any Parent files and provides reportsAgreement, documents and information there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports. (d) None of the types otherwise so required, in each case within the applicable time periods, and the Company Company’s Subsidiaries is not required to file such any forms, reports, schedules, statements or other documents and information separately under with the applicable rules and regulations SEC. (e) No executive officer of the SEC (after giving effect Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any exemptive relief) because of the filings by such Parent. The Company also will comply SEC Report, except as disclosed in certifications filed with the other provisions SEC Reports, and at the time of TIA § 314(a)filing or submission of each such certification, such certification was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Reports. Notwithstanding that (a) Since December 31, 2016 (the “Reference Date”), the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain subject furnished (as applicable) by it under Applicable Law at or prior to the reporting requirements time so required, and, after the date of Section 13(a) or 15(d) of this Agreement and until the Exchange ActEffective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required (unless all such filing is not permitted under the Exchange Act forms, reports, schedules, statements and documents filed, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) at or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and prior to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial dateEffective Time, the “Reporting DateSEC Reports”) and ). (b) if the Company makes such an election and such filing has not been madeEach SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless with all applicable provisions of the number ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) Since the Reference Date, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such elections SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the knowledge of the Company, there is not, any investigation or review being conducted by the CompanySEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). The Company will be deemed to have satisfied As of the requirements date of this Section 405 if any Parent files and provides reportsAgreement, documents and information there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports. (d) None of the types otherwise so required, in each case within the applicable time periods, and the Company Company’s Subsidiaries is not required to file such any forms, reports, schedules, statements or other documents and information separately under with the applicable rules and regulations SEC. (e) No executive officer of the SEC (after giving effect Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any exemptive relief) because of the filings by such Parent. The Company also will comply SEC Report, except as disclosed in certifications filed with the other provisions SEC Reports, and at the time of TIA § 314(a)filing or submission of each such certification, such certification was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Reports. Notwithstanding that Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless subject to the next sentence) and provide the Trustee and Holders with such filing is not permitted under annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections (after giving effect to all applicable extensions and cure periods) and containing all the information, audit reports and exhibits required for such reports. If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall provide the Trustee and Holders with such reports within the time periods specified in such Exchange Act sections for a registrant that is not an accelerated filer or a large accelerated filer; provided, however, that (i) no certifications or attestations concerning the financial statements or disclosure controls and procedures or internal controls that would otherwise be required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 shall be required (provided further, however, that nothing contained in the terms herein shall otherwise require the Company to comply with the terms of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 at any time when it would not otherwise be subject to such statute); (ii) the financial statements required of acquired businesses shall be limited to the financial statements (in whatever form) that the Company receives in connection with the applicable acquisition, whether or not audited; (iii) no financial statements of unconsolidated entities shall be required; (iv) no financial schedules specified in Regulation S-X under the Securities Act shall be required; (v) the Company may limit the information disclosed in such reports in respect of Item 402 of Regulation S-K under the Securities Act to the information identified in Item 402 that is included other than through incorporation by reference in the SECOffering Memorandum (which disclosure regarding such types of information shall be presented in a manner consistent in all material respects with the disclosure so contained in the Offering Memorandum); (vi) compliance with the requirements of Item 10(e) of Regulation S-K and Regulation G under the Securities Act shall not be required (but the Company shall provide a reconciliation to any non‑GAAP financial measures as defined in Regulation G under the Securities Act); (vii) information specified in Rules 3-10 and 3-16 of Regulation S-X under the Securities Act with respect to Subsidiaries and affiliates shall not be required; and (viii) no exhibits pursuant to Item 601 of Regulation S-K under the Securities Act (other than in respect of instruments defining the rights of security holders to the extent such instruments would be required to be filed by paragraph (b)(4) of such Item 601 and material contracts to the extent such contracts would be required to be filed by paragraph (b)(10) of such Item 601) shall be required; provided, however, that contracts required to be filed only by either or both of paragraph (b)(10)(ii)(A) and paragraph (b)(10)(iii) of such Item 601 shall not be required. References in the immediately-preceding clauses (i) through (viii) to statutory or regulatory provisions include any successor provisions. Notwithstanding anything to the contrary, so long as the Notes are OutstandingCompany is a consolidated Subsidiary of a direct or indirect parent company for financial reporting purposes, the annual reports, information, documents reports and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form provided or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required furnished pursuant to the preceding provisions first paragraph of this paragraph (Section 4.02(a) may, at the option of the Company, be those of such initial dateparent company, rather than those of the “Reporting Date”) and (b) Company, and, if the Company makes so elects in any such an election and case, may be filed, provided or furnished by such filing has not been madeparent company; provided that financial information of such parent company so filed, provided or furnished include a reasonable explanation of the material differences (if any) between the information relating to such informationparent company, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periodsone hand, and the information relating to the Company is not required to file such reportsand its consolidated Subsidiaries on a standalone basis, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with on the other provisions of TIA § 314(a)hand.

SEC Reports. Notwithstanding that (a) Since March 1, 2015 (the “Reference Date”), the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain subject furnished (as applicable) by it under Applicable Law at or prior to the reporting requirements time so required, and, after the date of Section 13(a) or 15(d) of this Agreement and until the Exchange ActEffective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required (unless all such filing is not permitted under the Exchange Act forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) at or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and prior to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so Effective Time that are not required to be filed. Notwithstanding the foregoing, if any audited so filed or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial datefurnished, the “Reporting DateSEC Reports”) and ). (b) if the Company makes such an election and such filing has not been madeEach SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless with all applicable provisions of the number ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) Since the Reference Date, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such elections SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the knowledge of the Company, there is not, any investigation or review being conducted by the CompanySEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). The Company will be deemed to have satisfied As of the requirements date of this Section 405 if any Parent files and provides reportsAgreement, documents and information there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports. (d) None of the types otherwise so required, in each case within the applicable time periods, and the Company Company’s Subsidiaries is not required to file such any forms, reports, schedules, statements or other documents and information separately under with the applicable rules and regulations SEC. (e) No executive officer of the SEC (after giving effect Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any exemptive relief) because of the filings by such Parent. The Company also will comply SEC Report, except as disclosed in certifications filed with the other provisions SEC Reports, and at the time of TIA § 314(a)filing or submission of each such certification, such certification was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Reports. Notwithstanding that the The Company may not be has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, furnished by the Company will file with the SEC (unless such filing is not permitted under the Securities Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holdersof 1934, as their names and addresses appear in the Note Registeramended, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Draft Super 8-K complies, the Super 8-K when filed will be substantially identical to the Draft Super 8-K and will comply, and the SEC Reports at the time they were filed complied, in all material respects with the Securities Act or the Exchange Act, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be described in the SEC Reports or will be required to be described in the Super 8-K that were or are not described, in all material respects, therein or, in the case of Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Draft Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K and, in the case of no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be filed as exhibits to the Super 8-K, are not included as exhibits to the Draft Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC thereunder)Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, the Company mayother governmental inquiries or investigations or internal investigations pending or threatened in writing (or, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial dateCompany’s knowledge, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Companythreatened orally). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and regarding any accounting practice of the Company is not required or any of its Subsidiaries or otherwise relating to file such reports, documents and information separately under the applicable rules and regulations Company or any of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)its Subsidiaries.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, from and after the Issue Date, the Company will shall file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstandingoutstanding, the annual reports, information, documents quarterly reports and other reports that documents which the Company is would have been required to file with the SEC pursuant to the reporting requirements of such Section 13(a) or 15(d) or would be so required to file if the Company were so subject, such documents to be filed with the SEC on or prior to the respective dates by which the Company would have been required so to file such documents if the Company were so subject; provided that if the Company is a "foreign private issuer" (as such term is defined in Rule 3b-4 under the Exchange Act) the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC) the following reports by the dates indicated in satisfaction of the foregoing obligation to file reports and other documents: (i) within 120 days from the end of each fiscal year, an annual report on Form 20-F (or any successor form) containing the information required to be contained therein for such fiscal year, and (ii) within 60 days after the end of each of the first three quarters in each fiscal year, quarterly reports on Form 6-K containing unaudited financial statements (including a balance sheet and statement of income, changes in stockholders' equity and cash flows) and Management's Discussion and Analysis of Financial Condition and Results of Operations for and as of the end of such quarters (with comparable financial statements for such quarter of the immediately preceding fiscal year). The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectfiles such reports, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company mayor, in lieu of making such filing one or transmitting more of the quarterly reports for fiscal 2003, a registration statement filed with the SEC under the Securities Act or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or informationany amendment thereto, provided such registration statement or amendment contains the information that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports would have been transmitted or made available, as the case may be, and (y) the first anniversary of included in each such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Companyreport). The Company will be deemed to have satisfied the such requirements of this Section 405 if any a Parent files and provides reports, documents and information of the types otherwise so requiredrequired to be filed by the Company, or of the types required to be filed by a U.S. issuer with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company (and, to the extent required under the TIA, any other obligor upon the Notes) also will shall comply with the other provisions of TIA § Section 314(a).

SEC Reports. Notwithstanding The Company has filed all forms, reports and documents with the SEC that the Company may not be have been required to be or remain subject filed by it under applicable laws prior to the reporting requirements of Section 13(a) or 15(d) of the Exchange Actdate hereof, and the Company will file prior to the Effective Time all forms, reports and documents with the SEC that are required to be filed by it under applicable laws prior to such time (unless all such filing is not permitted under the Exchange Act forms, reports and documents, together with any other forms, reports or other documents filed by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) on or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and prior to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so Effective Time that are not required to be so filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting DateSEC Reports”) and (b) if the Company makes such an election and such filing has not been made). Each SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, each as in effect on the date such SEC Report was, or will be, filed. True and correct copies of all Company SEC Reports filed prior to the date hereof, whether or not required under applicable laws, have been furnished or made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (y▇▇▇▇▇) database of the first anniversary SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such Reporting Date (provided that amended or superseded filing), each SEC Report did not more than 0.50% per annum and will not contain any untrue statement of a material fact or omit to state any material fact necessary in liquidated damages shall be payable for any period regardless order to make the statements made therein, in the light of the number circumstances under which they were made, not misleading. None of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company ’s Subsidiaries is not required to file such reportsany forms, reports or other documents and information separately under with the applicable rules and regulations SEC. No executive officer of the SEC (after giving effect Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any exemptive relief) because of the filings by such Parent. The Company also will comply SEC Report, except as disclosed in certifications filed with the other provisions SEC Reports. Neither the Company nor any of TIA § 314(a)its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Reports. Notwithstanding that (a) Except as set forth in Section 3.7 of the Company may not be Disclosure Schedule, each of the Company and the Partnership has filed all required to be or remain subject to forms, and reports with the reporting SEC since January 1, 2001 (collectively, the “Company SEC Reports”), all of which were prepared in all material respects in accordance with the applicable requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Securities Act and the rules and regulations promulgated thereunder (the “Securities Laws”). As of the SEC thereunder)their respective dates, the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that SEC Reports (a) complied as to form in all material respects with the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary applicable requirements of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) Securities Laws and (b) if did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company makes such an election SEC Reports (including the related notes and such filing has not been madeschedules) fairly presents in all material respects the consolidated financial position of the Company and the Company Subsidiaries, or such information, documents and reports have not been transmitted or made availablethe Partnership, as the case may be, within 90 days after such Reporting Dateas of its date and each of the consolidated statements of income, liquidated damages will accrue on retained earnings and cash flows of the Notes at a rate of 0.50% per annum from Company or the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availablePartnership, as the case may be, included in or incorporated by reference into the Company SEC Reports (including any related notes and (yschedules) fairly presents in all material respects the first anniversary results of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless operations, retained earnings or cash flows, as the case may be, of the number of such elections by Company and the Company). The Company will be deemed to have satisfied Subsidiaries, or the requirements of this Section 405 if any Parent files and provides reportsPartnership, documents and information of as the types otherwise so requiredcase may be, for the periods set forth therein, in each case within in accordance with GAAP consistently applied during the applicable time periodsperiods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Exchange Act and normal year-end audit adjustments which would not be material in amount or effect. Except for the Partnership, no Company Subsidiary is not required to file such reports, documents and information separately under any form or report with the applicable rules and regulations SEC. The certificates of the SEC (after giving effect to any exemptive relief) because Chief Executive Officer and Chief Financial Officer of the filings Company or the Partnership, as the case may be, required by such ParentRules 13a-14 and 15d-14 of the Exchange Act with respect to the Company SEC Reports, as applicable, are true and correct as of the date of this Agreement as they relate to a particular Company SEC Report, as though made as of the date of this Agreement. The Company also will comply has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with their terms and has otherwise operated in compliance with the other provisions requirements under Rules 13a-15 and 15d-15 of TIA § 314(a)the Exchange Act.

SEC Reports. Notwithstanding that (a) Since January 1, 2010, the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain furnished (as applicable) by it under Applicable Law at or prior to the time so required, and, after the date of this Agreement and until the Effective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required (all such forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the SEC after January 1, 2010 and at or prior to the Effective Time that are not required to be so filed or furnished, the “SEC Reports”). (b) Each SEC Report complied, or will comply, as the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Since January 1, 2010 through the date hereof, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Entity (i) any written comments that have not been resolved with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or (ii) any written notice that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Knowledge of the Company, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Entity of any SEC Reports (including the financial statements included therein). (e) No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, . (f) No executive officer of the Company will file has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC)Reports. Since January 1, so long as the Notes are Outstanding2010, the annual reports, information, documents and other reports that neither the Company is required to file with nor any of its executive officers has received any written notice from any Governmental Entity challenging or questioning the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will alsoaccuracy, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectcompleteness, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such manner of filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)certifications.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless to the extent the SEC will accept such filing is not permitted under filings) and provide the Trustee and Noteholders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act or and applicable to a U.S. corporation subject to such Sections, such information, documents and other reports to be so filed and provided at the times specified for the filings of such information, documents and reports under such Sections; provided, however, that so long as Parent is a Guarantor of the Notes and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SECSEC (or any successor provision), the reports, information and other documents required to be filed and provided as described hereunder may, at the Company’s option, be filed by and be those of Parent rather than the Company. Additionally, the Company agrees that it shall not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports, information and documents referred to in this paragraph on its website within the time periods that would apply if the Company were required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, the Company shall furnish to the Holders of the Notes and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately freely transferable under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)Securities Act.

SEC Reports. Notwithstanding that the The Company may not be has filed all reports, schedules, forms, statements and other documents required to be or remain subject filed by the Company under the Securities Act and the Exchange Act, including pursuant to the reporting requirements of Section 13(a) or 15(d) thereof, since January 1, 2012 (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports (i) were complete and accurate in all material respects and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has been no event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse Effect, (ii) the Company will file with the SEC has not incurred any material liabilities (unless such filing is not permitted under the Exchange Act contingent or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents otherwise) other than (A) trade payables and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear accrued expenses incurred in the Note Register, ordinary course of business consistent with past practice and to the Trustee (or make available on a Company websiteB) copies of any such information, documents and reports (without exhibits) so liabilities not required to be filed. Notwithstanding reflected in the foregoing, if any audited or reviewed Company’s financial statements pursuant to GAAP or information required disclosed in filings made with the SEC, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to be included its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and except for this Agreement and for dividends made in any such filing are not reasonably available on a timely basis as a result respect of the Company’s accountants not being “independent” 's Series A Convertible Preferred Stock, and (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (av) the Company shall in has not issued any event be required equity securities to make such filing and so transmit any officer, director or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required Affiliate, except pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the existing Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)stock option plans.

SEC Reports. Notwithstanding that (a) Since the Reference Date, the Company may not be has filed or furnished (as applicable) all SEC Reports that have been required to be so filed or remain furnished (as applicable) by the Company with the SEC under Applicable Law at or prior to the time so required. True, correct and complete copies of all SEC Reports since the Reference Date are publicly available on E▇▇▇▇. (b) Each SEC Report, as of its filing date (or effective date in the case of a registration statement filed pursuant to the Securities Act) or, if amended or supplemented, the filing date of the most recent amendment or supplement thereto (as applicable), complied (and in the case of SEC Reports to be filed after the date hereof, will comply) in all material respects with all applicable requirements of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Exchange Act and the Securities Act, and all rules and regulations promulgated thereunder or that are otherwise applicable thereto, as the case may be, in effect as of such filing or effective date, as applicable, and applicable state securities or “blue sky” laws, and no SEC Report, as of such applicable date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (i) Since the Reference Date, none of the Company or any of its Subsidiaries has received (A) any written comments or questions from the SEC or any other Governmental Authority with respect to any of the SEC Reports (including, if applicable, the financial statements included therein) or any registration statements filed by the Company or any of its Subsidiaries or (B) any notice from the SEC or any other Governmental Authority that any such SEC Report (including, if applicable, the financial statements included therein) or any such registration statement are being reviewed or investigated, (ii) to the knowledge of the Company, none of the SEC Reports (including, if applicable, the financial statements included therein) is, or has at any time since the Reference Date been, the subject of any ongoing review or any outstanding investigation by the SEC or any other Governmental Authority and (iii) to the knowledge of the Company, as of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the SEC Reports. (d) No Subsidiary of the Company is, or has at any time since the Reference Date been, subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, . (e) Each of the principal executive officer and the principal financial officer of the Company will file with (or each former principal executive officer and each former principal financial officer of the SEC (unless such filing is not permitted Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or by and Section 302 and 906 of the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to file with the SEC pursuant Reports, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meaning given to such Section 13(a) terms under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since the Reference Date, none of the Company, its current principal executive officer and principal financial officer, and, to the knowledge of the Company, its former principal executive officers and principal financial officers, has received any written notice from the SEC or 15(d) any other Governmental Authority challenging or would be so required to file if questioning the Company were so subjectaccuracy, completeness, form or manner of filing of such certifications. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Registeris, and to the Trustee (or make available on a Company website) copies of any such informationhas at all times been, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result compliance with all other applicable provisions of the Company’s accountants not being “independent” (as defined pursuant to the Exchange S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and corporate governance rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)NASDAQ.

SEC Reports. Notwithstanding that (a) Since July 1, 2010, the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain subject furnished (as applicable) by it under Applicable Law at or prior to the reporting requirements time so required, and, after the date of Section 13(a) or 15(d) of this Agreement and until the Exchange ActEffective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required (unless all such filing is not permitted under the Exchange Act forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) at or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and prior to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so Effective Time that are not required to be filed. Notwithstanding the foregoing, if any audited so filed or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial datefurnished, the “Reporting DateSEC Reports”) and ). (b) if the Company makes such an election and such filing has not been madeEach SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless with all applicable provisions of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, documents and information of the types otherwise so requiredincluding, in each case within case, the applicable time periodsrules and regulations promulgated thereunder, and each as in effect on the date such SEC Report was, or will be, filed. As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the knowledge of the Company, there is not not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). (d) None of the Company’s Subsidiaries is required to file such any forms, reports, schedules, statements or other documents and information separately under with the applicable rules and regulations SEC. (e) No executive officer of the SEC (after giving effect Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any exemptive reliefSEC Report, except as disclosed in certifications filed with the SEC Reports, and at the time of filing or submission of each such certification, such certification was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (f) because The Proxy Statement will not, at the time it is first mailed to the Company’s stockholders, at the time of any amendments or supplements thereto and at the time of the filings by such ParentCompany Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company also Proxy Statement will comply as to form in all material respects with the other provisions of TIA § 314(a)the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements included or incorporated by reference in the Proxy Statement based on information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

SEC Reports. Notwithstanding that the The Company may not be has filed all reports, schedules, forms, statements and other documents required to be or remain subject filed by it under the Exchange Act, including pursuant to the reporting requirements of Section 13(a) or 15(d) of thereof, for the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after two years preceding the date on which hereof (or such shorter period as the Company was so required by law or regulation to file or would be so required such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to file if herein as the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website“SEC Reports”) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect (including, for this purpose only, any failure to qualify to register the Pre-Funded Warrants for resale on Form S-3 or which would prevent any Purchaser from using Rule 144 to resell any Pre-Funded Warrants). As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the requirements of the Company’s accountants not being “independent” (as defined pursuant to Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC thereunder)Reports, the Company maywhen filed, in lieu contained any untrue statement of making such filing a material fact or transmitting or making available the information, documents and reports so omitted to state a material fact required to be filed, elect stated therein or necessary in order to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial the statements or information substantially similar to such required audited or reviewed financial statements or informationtherein, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary light of the date on circumstances under which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been they were made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company)misleading. The Company will be deemed has never been an issuer subject to have satisfied Rule 144(i) under the requirements of this Section 405 if any Parent files and provides reports, documents and information Securities Act. Each of the types otherwise so required, in each case within the applicable time periods, and Material Contracts to which the Company or any Subsidiary is not required a party or to file such reports, documents and information separately under which the applicable rules and regulations property or assets of the Company or any of its Subsidiaries are subject has been filed as an exhibit to the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)Reports.

SEC Reports. Notwithstanding that (a) Since January 1, 2013, the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain furnished (as applicable) by it under Applicable Law at or prior to the time so required, and, after the date of this Agreement and until the Effective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required (all such forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the SEC after January 1, 2013 and at or prior to the Effective Time that are not required to be so filed or furnished, the “SEC Reports”). (b) Each SEC Report complied, or will comply, as the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Since January 1, 2013, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Entity (i) any written comments that have not been resolved with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or (ii) any written notice that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Knowledge of the Company, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Entity of any SEC Reports (including the financial statements included therein). (e) No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, . (f) No executive officer of the Company will file has failed to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC)Reports. Since January 1, so long as the Notes are Outstanding2013, the annual reports, information, documents and other reports that neither the Company is required to file with nor any of its executive officers has received any written notice from any Governmental Entity challenging or questioning the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will alsoaccuracy, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectcompleteness, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such manner of filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)certifications.

SEC Reports. Notwithstanding that Since January 1, 2010, the Company may not be has timely filed or furnished (as applicable) all forms, reports and documents with the SEC that have been required to be so filed or remain subject furnished (as applicable) by it under applicable Law prior to the reporting requirements date hereof, and, after the date of Section 13(a) or 15(d) of this Agreement and until the Exchange ActAcceptance Time, the Company will timely file or furnish (as applicable) all forms, reports and documents with the SEC that are required to be filed or furnished (unless as applicable) by it under applicable Law (all such filing is not permitted under the Exchange Act forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) on or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and prior to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so Expiration Date that are not required to be filed. Notwithstanding the foregoing, if any audited so filed or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial datefurnished, the “Reporting DateSEC Reports”) and (b) if the Company makes such an election and such filing has not been made). Each SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (ythe “▇▇▇▇-▇▇▇▇▇ Act”), each as in effect on the date such SEC Report was, or will be, filed. True, correct and complete copies of all SEC Reports filed prior to the date hereof, whether or not required under applicable Law, have been made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the first anniversary SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such Reporting Date (provided that amended or superseded filing), each SEC Report did not more than 0.50% per annum and will not contain any untrue statement of a material fact or omit to state any material fact necessary in liquidated damages shall be payable for any period regardless order to make the statements made therein, in the light of the number circumstances under which they were made, not misleading. Neither the Company nor any Subsidiary has received from the SEC or any other Governmental Authority any unresolved written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such elections SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Knowledge of the Company, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein), the Company), the Company’s executive officers or the Company’s Board of Directors. The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information None of the types otherwise so required, in each case within the applicable time periods, and the Company is not Company’s Subsidiaries are required to file such reportsany forms, reports or other documents and information separately under with the applicable rules and regulations SEC. No executive officer of the SEC (after giving effect Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any exemptive relief) because SEC Report. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the filings by accuracy, completeness, form or manner of filing of such Parent. The Company also will comply with the other provisions of TIA § 314(a)certifications.

SEC Reports. Notwithstanding that Parent has filed with the Company may not be SEC all forms, reports, schedules, statements and other documents required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Actfiled by it since January 1, the Company will file with the SEC (unless such filing is not permitted 2000 under the Exchange Act or by the SEC)Securities Act (as such documents have been amended since the time of their filing, so long as the Notes are Outstandingcollectively, the annual reports"Parent SEC Documents"). As of their respective dates or, information, documents and other reports that the Company is required if amended prior to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holdershereof, as their names and addresses appear in of the Note Registerdate of the last such amendment, and the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to the Trustee (or make available on state a Company website) copies of any such information, documents and reports (without exhibits) so material fact required to be filed. Notwithstanding stated therein or necessary in order to make the foregoingstatements therein, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result light of the Company’s accountants circumstances under which they were made, not being “independent” misleading and (as defined pursuant to b) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made availableSecurities Act, as the case may be, within 90 days after at such Reporting Date, liquidated damages will accrue on the Notes at a rate time of 0.50% per annum from filing. As of the date that is 90 days after such Reporting Date hereof, there are no amendments or modifications to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the earlier Securities Act or the Exchange Act or any other agreements, documents or other instruments, which have not yet been filed with the SEC but which are or will be required to be filed by Parent. Except as set forth in Section 5.5 of the Parent Disclosure Letter, to the Knowledge of Parent (x) there exist no outstanding SEC comments with respect to any of the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, Parent SEC Documents and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for there are no SEC inquiries or investigations, other inquiries or investigations by any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so requiredGovernmental Entity or internal investigations pending or threatened, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations regarding any accounting practices of the SEC (after giving effect to Parent or any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)its Subsidiaries.

SEC Reports. Notwithstanding that (a) Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless subject to the next sentence) and provide the Trustee and Holders with such filing is not permitted under annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections (after giving effect to all applicable extensions and cure periods) and containing all the information, audit reports and exhibits required for such reports. If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall provide the Trustee and Holders with such reports within the time periods specified in such Exchange Act sections for a registrant that is not an accelerated filer or a large accelerated filer; provided, however, that (i) no certifications or attestations concerning the financial statements or disclosure controls and procedures or internal controls that would otherwise be required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 shall be required (provided further, however, that nothing contained in the terms herein shall otherwise require the Company to comply with the terms of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 at any time when it would not otherwise be subject to such statute); (ii) the financial statements required of acquired businesses shall be limited to the financial statements (in whatever form) that the Company receives in connection with the applicable acquisition, whether or not audited; (iii) no financial statements of unconsolidated entities shall be required; (iv) no financial schedules specified in Regulation S-X under the Securities Act shall be required; (v) the Company may limit the information disclosed in such reports in respect of Item 402 of Regulation S-K under the Securities Act to the information identified in Item 402 that is included other than through incorporation by reference in the SECOffering Memorandum (which disclosure regarding such types of information shall be presented in a manner consistent in all material respects with the disclosure so contained in the Offering Memorandum); (vi) compliance with the requirements of Item 10(e) of Regulation S-K and Regulation G under the Securities Act shall not be required (but the Company shall provide a reconciliation to any non-GAAP financial measures as defined in Regulation G under the Securities Act); (vii) information specified in Rules 3-10 and 3-16 of Regulation S-X under the Securities Act with respect to Subsidiaries and affiliates shall not be required; and (viii) no exhibits pursuant to Item 601 of Regulation S-K under the Securities Act (other than in respect of instruments defining the rights of security holders to the extent such instruments would be required to be filed by paragraph (b)(4) of such Item 601 and material contracts to the extent such contracts would be required to be filed by paragraph (b)(10) of such Item 601) shall be required; provided, however, that contracts required to be filed only by either or both of paragraph (b)(10)(ii)(A) and paragraph (b)(10)(iii) of such Item 601 shall not be required. References in the immediately-preceding clauses (i) through (viii) to statutory or regulatory provisions include any successor provisions. Notwithstanding anything to the contrary, so long as the Notes are OutstandingCompany is a consolidated Subsidiary of a direct or indirect parent company for financial reporting purposes, the annual reports, information, documents reports and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect provided or furnished pursuant to make the first paragraph of this Section 4.02(a) may, at the option of the Company, be those of such parent company, rather than those of the Company, and, if the Company so elects in any such case, may be filed, provided or furnished by such parent company; provided that financial information of such parent company so filed, provided or furnished include a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or reasonable explanation of the material differences (if any) between the information substantially similar relating to such parent company, on the one hand, and the information relating to the Company and its consolidated Subsidiaries on a standalone basis, on the other hand. (b) For so long as any Notes remain outstanding and constitute “restricted securities” as defined in Rule 144 under the Securities Act, during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company and the Guarantors shall furnish to the Holders and to prospective investors, upon their request, the information required audited to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) For so long as the Company (or reviewed financial statements or informationparent company, provided that (aas applicable) files the foregoing reports and other information with the SEC, the Company shall in be deemed to have provided to the Trustee and Holders all of the foregoing reports and other information if the Company (or parent company, as applicable) has filed or furnished such reports and other information with the SEC via the ▇▇▇▇▇ filing system or any event be required to make successor electronic filing system and such reports are publicly available. For the administrative convenience of the Trustee, the Company shall send an electronic copy of each such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding Trustee at such e-mail address as the Trustee may specify from time to time in accordance with the notice provisions of this paragraph Indenture; provided, however, that failure to send any such electronic copies will not constitute a Default or Event of Default. (d) To the extent that any report or other information is not filed, provided or furnished within the time periods specified in this Section 4.02 and such initial datereport or other information is subsequently filed, provided or furnished, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements its obligations with respect thereto at such time and any Default with respect thereto will be deemed to have been cured. (e) The Trustee shall have no duty to review or analyze reports delivered to it. Delivery of this Section 405 if any Parent files and provides such reports, information and documents and information of to the types otherwise so required, in each case within the applicable time periodsTrustee is for informational purposes only, and the Company Trustee’s receipt thereof shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to certificates). The Trustee shall not required be obligated to file such reportsmonitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants or with respect to any reports or other documents and information separately under the applicable rules and regulations of filed with the SEC (after giving effect to or ▇▇▇▇▇ or any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)website under this Indenture, or participate in any conference calls.

SEC Reports. Notwithstanding that Since January 1, 2013, the Company may not be has timely filed or furnished (as applicable) all forms, reports and documents with the SEC that have been required to be so filed or remain furnished (as applicable) by it under applicable Law (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) by the Company with the SEC (the “SEC Reports”). Each SEC Report complied as of its filing date as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (the “▇▇▇▇-▇▇▇▇▇ Act”), each as in effect on the date such SEC Report was filed. True and complete copies of all SEC Reports filed prior to the date hereof, whether or not required under applicable Law, have been made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Neither the Company nor any Subsidiary of the Company has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Company’s Knowledge, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). None of the Company’s Subsidiaries is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, . No executive officer of the Company will file has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with the respect to any SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that Report. Neither the Company is required to file with nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will alsoaccuracy, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectcompleteness, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such manner of filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)certifications.

SEC Reports. Notwithstanding The Company has filed or furnished (as applicable) all forms, reports and documents with the SEC that the Company may not be have been required to be so filed or remain subject furnished (as applicable) by it on or prior to the reporting requirements of Section 13(aMarch 31, 2005 under applicable laws (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) or 15(d) of the Exchange Act, by the Company will file with the SEC (unless such filing is not permitted under the Exchange Act on or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and prior to the Trustee (expiration date of the Offer, whether or make available on a Company website) copies of any such information, documents and reports (without exhibits) so not required to be filed. Notwithstanding the foregoing, if any audited so filed or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder)furnished, the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made"SEC Reports"). Each SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, each as in effect on the date such SEC Report was, or will be, filed. True and correct copies of all Company SEC Reports filed prior to the date hereof, whether or not required under applicable laws, have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (y▇▇▇▇▇) database of the first anniversary SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such Reporting Date amended or superseded filing), each SEC Report did not (provided that not more than 0.50% per annum or, with respect to SEC Reports filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state any material fact necessary in liquidated damages shall be payable for any period regardless order to make the statements made therein, in the light of the number circumstances under which they were made, not misleading. None of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company 's Subsidiaries is not required to file such reportsany forms, reports or other documents and information separately under with the applicable rules and regulations SEC. No executive officer of the SEC (after giving effect Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any exemptive relief) because SEC Report, except as disclosed in certifications filed with the SEC Reports. None of the filings by Company, any current executive officers of the Company or, to the Knowledge of the Company, any former executive officers of the Company has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such Parent. The Company also will comply certifications made with respect to SEC Reports filed prior to the other provisions of TIA § 314(a)date hereof.

SEC Reports. (a) Notwithstanding that the Company Issuer may not be required to be or remain subject to the reporting requirements of Section 13(a) Sections 13 or 15(d) of the Exchange Act, the Company will Issuer shall file with the SEC (unless such filing is not permitted under and make available to the Exchange Act or by the SEC), so long as Trustee and Holders of the Notes are Outstanding, within 15 days after it files them with the SEC such annual reports, reports and such information, documents and other reports that as are specified in Sections 13 and 15(d) of the Company is required Exchange Act and applicable to file a U.S. corporation subject to such Sections, such information, documents and other reports to be so filed with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if at the Company were so subject. The Company will also, within 15 days after times specified for the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies filings of any such information, documents and reports (without exhibits) under such Sections; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to the Trustee and Holders of the Notes within 15 days after the time the Issuer would be required to be filed. Notwithstanding file such information with the foregoing, SEC if any audited it were subject to Sections 13 or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result 15(d) of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder)Act; provided further, the Company mayhowever, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) so long as Parent is the Company shall in any event be Guarantor of the Notes, the reports, information and other documents required to make such filing be filed and so transmit or make available such audited or reviewed financial statements or information no later provided as described hereunder may, at the Issuer’s option, be filed by and be those of Parent rather than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) Issuer and (b) if in the Company makes event that Parent conducts any business or holds any significant assets other than the capital stock of the Issuer at the time of filing and providing any such an election and report, information or other document containing financial statements of Parent, Parent shall include in such report, information or other document summarized financial information (as defined in Rule 1-02(bb) of Regulation S-X promulgated by the SEC) with respect to the Issuer. The Trustee shall have no responsibility to ensure that such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate occurred. (b) Delivery of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information separately under contained therein or determinable from information contained therein, including the applicable rules and regulations Issuer’s compliance with any of its covenants hereunder (as to which the SEC (after giving effect Trustee is entitled to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(arely exclusively on Officer’s Certificates).

SEC Reports. Notwithstanding The Company has filed or furnished (as applicable) all forms, reports and documents with the SEC that the Company may not be have been required to be so filed or remain subject furnished (as applicable) by it on or prior to the reporting requirements of Section 13(aMarch 31, 2005 under applicable laws (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) or 15(d) of the Exchange Act, by the Company will file with the SEC (unless such filing is not permitted under the Exchange Act on or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and prior to the Trustee (expiration date of the Offer, whether or make available on a Company website) copies of any such information, documents and reports (without exhibits) so not required to be filed. Notwithstanding the foregoing, if any audited so filed or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial datefurnished, the “Reporting DateSEC Reports”) and (b) if the Company makes such an election and such filing has not been made). Each SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, each as in effect on the date such SEC Report was, or will be, filed. True and correct copies of all Company SEC Reports filed prior to the date hereof, whether or not required under applicable laws, have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (y▇▇▇▇▇) database of the first anniversary SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such Reporting Date amended or superseded filing), each SEC Report did not (provided that not more than 0.50% per annum or, with respect to SEC Reports filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state any material fact necessary in liquidated damages shall be payable for any period regardless order to make the statements made therein, in the light of the number circumstances under which they were made, not misleading. None of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company ’s Subsidiaries is not required to file such reportsany forms, reports or other documents and information separately under with the applicable rules and regulations SEC. No executive officer of the SEC (after giving effect Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any exemptive relief) because SEC Report, except as disclosed in certifications filed with the SEC Reports. None of the filings by Company, any current executive officers of the Company or, to the Knowledge of the Company, any former executive officers of the Company has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such Parent. The Company also will comply certifications made with respect to SEC Reports filed prior to the other provisions of TIA § 314(a)date hereof.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as any series of the Notes are Outstandingis outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subjectsubject to SEC reporting requirements as a non-accelerated filer. The Company will also, within 15 days after be deemed to have satisfied the date on which the Company was so required to file or would be so required to file requirements of this Section 404 if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such informationParent files reports, documents and reports (without exhibits) information of the types otherwise so required required, in each case within the applicable time periods. If such Parent has material operations separate and apart from its ownership of the Company, then the Company or such Parent will provide consolidating information, which need not be audited, that explains in reasonable detail the differences between the information relating to be filedsuch Parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. Notwithstanding the foregoing, if If any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s or any such Parent’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company or such Parent may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filedfiling, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, ; provided that (a) the Company or such Parent shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph Section 404 (such initial date, the “Reporting Date”) and (b) if the Company or such Parent makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). Reports by the Company or Subsidiary Guarantors delivered to the Trustee are for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Company will Trustee shall not be deemed obligated to monitor or confirm, on a continuing basis or otherwise, its compliance with the covenants or with respect to any reports or other documents filed with the SEC or ▇▇▇▇▇ or any website under this Indenture, or participate in any conference calls. The Trustee shall have satisfied the requirements of this Section 405 if any Parent files and provides reportsno obligation to determine whether or not such information, documents and information of or reports have been filed pursuant to the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC SEC’s ▇▇▇▇▇ filing system (after giving effect or its successor) or postings to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)website have occurred.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 6.4 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a). Delivery of such reports, information and documents to the Trustee shall be for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under the Indenture or the Notes (as to which the Trustee shall have no duty to monitor and shall be entitled to rely exclusively on Officer’s Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s, the Co-Issuer’s or any other person’s compliance with the covenants in the Indenture or to determine whether any such reports, information or other documents are filed with the SEC through the SEC’s ▇▇▇▇▇ filing system (or any successor filing system) or posted on any website, on Intralinks or any comparable password-protected online data system or to examine such reports, information or documents to ensure compliance with the provisions of the Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein or to participate in any conference calls.

SEC Reports. Notwithstanding that the The Company may not be has filed all reports, schedules, forms, statements and other documents required to be or remain subject filed by it under the Exchange Act, including pursuant to the reporting requirements of Section 13(a) or 15(d) of thereof, for the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after two years preceding the date on which hereof (or such shorter period as the Company was so required by law or regulation to file or would be so required such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to file if herein as the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website“SEC Reports”) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect (including, for this purpose only, any failure to qualify to register the Securities for resale on Form S-3 or which would prevent any Purchaser from using Rule 144 to resell any Securities). As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the requirements of the Company’s accountants not being “independent” (as defined pursuant to Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC thereunder)Reports, the Company mayexcept as disclosed therein, in lieu when filed, contained any untrue statement of making such filing a material fact or transmitting or making available the information, documents and reports so omitted to state a material fact required to be filed, elect stated therein or necessary in order to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial the statements or information substantially similar to such required audited or reviewed financial statements or informationtherein, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary light of the date on circumstances under which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been they were made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company)misleading. The Company will be deemed has never been an issuer subject to have satisfied Rule 144(i) under the requirements of this Section 405 if any Parent files and provides reports, documents and information Securities Act. Each of the types otherwise so required, in each case within the applicable time periods, and Material Contracts to which the Company or any Subsidiary is not required a party or to file such reports, documents and information separately under which the applicable rules and regulations property or assets of the Company or any of its Subsidiaries are subject has been filed as an exhibit to the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)Reports.

SEC Reports. Notwithstanding that (a) Since January 1, 2013 (the “Reference Date”), the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain subject furnished (as applicable) by it under Applicable Law at or prior to the reporting requirements time so required, including any amendments or supplements thereto, and, after the date of Section 13(a) or 15(d) of this Agreement and until the Exchange ActEffective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required, including any amendments or supplements thereto (unless all such filing is not permitted under forms, reports, schedules, statements and documents, as amended or supplemented, filed or furnished since the Exchange Act Reference Date, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) at or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and prior to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so Effective Time that are not required to be filed. Notwithstanding the foregoing, if any audited so filed or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial datefurnished, the “Reporting DateSEC Reports”) and ). (b) if the Company makes such an election and such filing has not been madeEach SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless with all applicable provisions of the number ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) Since the Reference Date, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such elections SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the knowledge of the Company, there is not, as of the date of this Agreement, any investigation or review being conducted by the CompanySEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, except in each case within for such comments, questions, notices, investigations or reviews which have been fully resolved. (d) None of the applicable time periods, and the Company Company’s Subsidiaries is not required to file such any forms, reports, schedules, statements or other documents and information separately under with the applicable rules and regulations SEC. (e) Since the Reference Date, no executive officer of the SEC (after giving effect Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any exemptive relief) because of the filings by such Parent. The Company also will comply SEC Report, except as disclosed in certifications filed with the other provisions SEC Reports, and at the time of TIA § 314(a)filing or submission of each such certification, such certification was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since the Reference Date, neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Reports. Notwithstanding that (a) Whether or not the Company may not be required to be Issuers or remain any Guarantor are subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, or any successor provision thereto, the Company will Issuers and any Guarantors will, to the extent accepted by the SEC and not prohibited under the Exchange Act, file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents quarterly reports and other reports that documents which the Company is Issuers and any Guarantors would have been required to file with the SEC pursuant to such Section 13(a) or 15(d) or any successor provision thereto if the Issuers or any Guarantor were subject thereto, such documents to be filed with the SEC on or prior to the respective dates (the "Required Filing Dates") by which the Issuers or any Guarantor would be so have been required to file if the Company were so subjectthem. The Company Issuers and any Guarantors will also, in any event, (i) within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, of each Required Filing Date (A) transmit by mail to all Holders, as their names and addresses appear in the Note Registersecurity register, without cost to such Holders, and to (B) file with the Trustee copies of the annual reports, quarterly reports and other documents which the Issuers and any Guarantors would have been required to file with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act or any successor provisions thereto if the Issuers or any Guarantor were subject thereto and (ii) if filing such documents by the Issuers or make available on a Company websiteany Guarantor with the SEC is not accepted by the SEC or is prohibited under the Exchange Act, promptly upon written request, supply copies of such documents to any prospective Holder. (b) copies The Issuers will, upon request, provide to any Holder of Notes or any prospective transferee of any such informationHolder any information concerning the Issuers (including financial statements) necessary in order to permit such Holder to sell or transfer Notes in compliance with Rule 144A under the Securities Act; provided, documents and reports (without exhibits) so required to be filed. Notwithstanding however, that the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are Issuers shall not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make furnish such filing and so transmit information in connection with any request made on or make available such audited or reviewed financial statements or information no later than the first anniversary of after the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum is three years from the date that is 90 days after such Reporting Date to the earlier later of (xi) the date on which such filing has been made, Note (or such information, documents and reports have been transmitted any predecessor Note) was acquired from the Issuers or made available, as the case may be, and (yii) the first anniversary of date such Reporting Date Note (provided that not more than 0.50% per annum in liquidated damages shall be payable for or any period regardless predecessor Note) was last acquired from an "affiliate" of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case Issuers within the applicable time periods, and the Company is not required to file such reports, documents and information separately meaning of Rule 144 under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)Securities Act.

SEC Reports. Notwithstanding that Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will file with the SEC (unless subject to the next sentence) and provide the Trustee and Securityholders with such filing is not permitted under annual reports and other reports as are specified in Sections 13 and 15(d) of the Exchange Act or by and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided that the SEC)times specified for the filings of such reports under such Sections and containing in all material respects, so long as all the Notes are Outstanding, the annual reports, information, documents audit reports and other reports that exhibits required for such reports. If at any time, the Company is required not subject to file the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding sentence with the SEC pursuant within the time periods required unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such Section 13(a) or 15(d) or filings. If notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company will post the reports specified in the preceding sentence on its website within the time periods that would be so required to file apply if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if those reports with the Company were so subjectSEC. In addition, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee event that: (or make available on a Company websitea) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder)permit a parent entity to report at such parent entity’s level on a consolidated basis, and (b) such parent entity is a Guarantor of the Securities and is not engaged in any business in any material respect other than incidental to its ownership of the Capital Stock of the Company, such consolidated reporting by such parent entity in a manner consistent with that described in this Section 4.02 for the Company maywill satisfy this Section 4.02. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, in lieu then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial statements or information, provided that (a) condition and results of operations of the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed its Restricted Subsidiaries separate from the financial statements or information no later than the first anniversary condition and results of operations of the date on Unrestricted Subsidiaries of the Company. The Company shall conduct a conference call quarterly in which Holders of the same was otherwise required Securities may participate to discuss the information furnished pursuant to the preceding provisions of this paragraph (paragraphs no later than 15 days after furnishing any such initial dateannual or quarterly information. In addition, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date shall furnish to the earlier Holder of (x) the date on which such filing has been madeSecurities and to prospective investors, or such information, documents and reports have been transmitted or made available, as upon the case may be, and (y) the first anniversary requests of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for Holders, any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately be delivered pursuant to Rule 144A(d)(4) under the applicable rules and regulations of Securities Act so long as any Securities are not freely transferable under the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)Securities Act.

SEC Reports. Notwithstanding that (a) Since January 1, 2013, the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain furnished (as applicable) by it under Applicable Law at or prior to the time so required, and, after the date of this Agreement and until the Effective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required (all such forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the SEC after January 1, 2013 and at or prior to the Effective Time that are not required to be so filed or furnished, the “SEC Reports”). (b) Each SEC Report complied, or will comply, as the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Since January 1, 2013, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Entity (i) any written comments that have not been resolved with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or (ii) any written notice that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Knowledge of the Company, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Entity of any SEC Reports (including the financial statements included therein). (e) No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, . (f) No executive officer of the Company will file has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC)Reports. Since January 1, so long as the Notes are Outstanding2013, the annual reports, information, documents and other reports that neither the Company is required to file with nor any of its executive officers has received any written notice from any Governmental Entity challenging or questioning the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will alsoaccuracy, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectcompleteness, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such manner of filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)certifications.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 on a website), so long as the Notes are Outstanding, the annual reports, informationdocuments, documents information and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filedfiling, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such informationdocuments, documents information and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such informationreports, documents and reports information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so requiredrequired to be filed, in each case within the applicable time periods; provided that if such Parent shall not own, and directly or indirectly, 100% of the Capital Stock of the Company is not required to file or if such Parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information separately shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the non-equity differences between the financial information relating to such Parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. As of the Issue Date, compliance with the requirements of this Section 405 will be satisfied with the filing of such reports, documents and information by Holding Parent. In addition, to the extent not satisfied by the foregoing, the Company will furnish to Holders thereof and prospective investors in such Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this Section 405, it is understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307 and 308 of Regulation S-K under the applicable rules and regulations of the SEC Securities Act or (after giving effect to any exemptive reliefb) because of the filings by such Parent. The Company also will comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the other provisions of TIA § 314(a)Securities Act.

SEC Reports. Notwithstanding that the Company Issuers may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company or RSC will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is Issuers are required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company they were so subject. Neither Parent nor the Issuers will be required under the terms of this Indenture or the Notes to file or cause to be filed with the SEC or otherwise provide separate financial statements of any Subsidiary solely as a result of the inclusion of any class of securities of any such Subsidiary in the Col- lateral. The Company or RSC will also, within 15 days after the date on which the Company or RSC, as applicable, was so required to file or would be so required to file if the Company or RSC, as applicable, were so subject, transmit by mail to all applicable Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company or RSC website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are is not reasonably available on a timely basis as a result of the Company’s or RSC’s, as applicable, accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company or RSC, as applicable, may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, ; provided that (a) the Company or RSC, as applicable, shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company or RSC, as applicable, makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the CompanyCompany or RSC, as applicable). The Company or RSC, as applicable, will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company or RSC, as applicable, is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a).

SEC Reports. Notwithstanding that (a) The Company will file with the Company may not be required SEC all information, documents and reports to be or remain subject filed with the SEC pursuant to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, whether or not the Company will file with the SEC (unless is subject to such filing is not permitted under the Exchange Act or by the SEC)requirements, so long as the Notes are OutstandingSEC will accept such filings; provided, the annual reportshowever, information, documents and other reports that the Company is shall not be required to file with the SEC pursuant make any such filings prior to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1997 would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so have been required to be filed. Notwithstanding filed if, at the foregoing, if any audited or reviewed financial statements or information time such filings would have been required to be included in any such filing are not reasonably available on a timely basis as a result of made with the Company’s accountants not being “independent” SEC, either (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (ai) the Company shall in any event be have provided to each Holder of the Notes the information that would have been required to make be filed or (ii) the Exchange Registration Statement (as such term is defined in the Registration Rights Agreement) has been filed with the SEC but has not yet been declared effective and copies of the Exchange Offer Registration Statement and any amendments thereto (to the extent such Registration Statement and/or amendments contain additional information not disclosed in the Offering Memorandum that would have been the subject of a filing and so transmit required to be made under Section 13 or make available 15(d) of the Exchange Act) have been provided to each Holder of the Notes, provided that any exhibits to the Exchange Registration Statement (or any amendments thereto) need not be delivered to any Holder of the Notes, but sufficient copies thereof shall be furnished to the Trustee as reasonably requested to permit the Trustee to deliver any such audited exhibits to any Holder of the Notes upon request. The Company (at its own expense) shall file with the Trustee within 100 days after the end of each fiscal year of the Company, or reviewed financial statements or information no later than within 50 days after the end of each of the first anniversary three fiscal quarters of each fiscal year of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made availableCompany, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on copies of the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, annual reports or such information, documents and reports have been transmitted or made availableunaudited quarterly consolidated financial statements, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reportsinformation, documents and information other reports (or copies of such portions of any of the types otherwise so requiredforegoing as the SEC may be rules and regulations prescribe) which the Company files with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Upon qualification of this Indenture under the TIA, in each case within the applicable time periodsCompany shall also comply with the provisions of TIA Section 314(a). (b) At the Company's expense, and regardless of whether the Company is not required to file furnish such reportsreports and other information referred to in paragraph (a) above to its stockholders pursuant to the Exchange Act, documents the Company shall cause such reports and other information separately to be mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar within 100 days after the end of each fiscal year of the Company, or within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, as the case may be. Such reports shall be delivered to the Registrar and the Registrar will mail them, at the Company's expense, to the Holders at their addresses appearing in the register of Notes maintained by the Registrar. (c) The Company shall, upon request, provide to any Holder of Notes or any prospective transferee of any such Holder any information concerning the Company (including financial statements) necessary in order to permit such Holder to sell or transfer Notes in compliance with Rule 144A under the applicable rules and regulations Securities Act; provided, however, that the Company shall not be required to furnish such information in connection with any request made on or after the date which is three years (or such other date as the Notes shall be freely transferable pursuant to Rule 144) from the later of (i) the date such Note (or any predecessor Note) was acquired from the Company or (ii) the date such Note (or any predecessor Note) was last acquired from an "affiliate" of the SEC (after giving effect to any exemptive relief) because Company within the meaning of Rule 144 under the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)Securities Act.

SEC Reports. Notwithstanding (a) So long as any Notes are outstanding, the Company shall furnish to the holders: (i) within 90 days following the end of each fiscal year of the Company ending after the Issue Date (or such longer period as would be permitted by the SEC if the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under this Section 405) were then subject to SEC reporting requirements as a non-accelerated filer), the consolidated financial statements of the Company for such year prepared in accordance with GAAP, together with a report thereon by the Company’s independent auditors, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in an Annual Report on Form 10-K (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form); it being understood that the Company may shall not be required to include any separate consolidating financial information with respect to the Company, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for the Company, any Subsidiary Guarantor or any other affiliate of the Company; (ii) within 45 days after the end of each of the first three fiscal quarters of the Company in each fiscal year of the Company (or such longer period as would be or remain permitted by the SEC if the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under this Section 405) were then subject to the SEC reporting requirements of Section 13(a) or 15(d) as a non-accelerated filer), beginning with the first such fiscal quarter ending after the Issue Date, the condensed consolidated financial statements of the Exchange ActCompany for such quarter prepared in accordance with GAAP, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in a Quarterly Report on Form 10-Q (as in effect on the Company will file Issue Date) filed with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file (if the Company were so subject. The required to prepare and file such form); it being understood that the Company will alsoshall not be required to include any separate consolidating financial information with respect to the Company, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for the Company, any Subsidiary Guarantor or any other affiliate of the Company; and (iii) information substantially similar to the information that would be required to be included in a Current Report on Form 8-K (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form) pursuant to Item 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets) or 5.01 (Changes in Control of Registrant) of such form (and in any event excluding, for the avoidance of doubt, the financial statements, pro forma financial information and exhibits, if any, that would be required by Item 9.01 (Financial Statements and Exhibits) of such form), within 15 days after the date of filing that would have been required for a current report on which Form 8-K. In addition, to the extent not satisfied by the foregoing, for so long as the Notes remain subject to this paragraph (a), the Company was so will furnish to Holders of the Notes thereof and prospective investors in such Notes, upon their request, the information required to file or would be so delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this covenant, it being understood that the Company shall not be required to file if provide (i) segment reporting and disclosure (including any required by FASB Accounting Standards Codification Topic 280), (ii) separate financial statements or other information contemplated by Rules 3-05, 3-09, 3-10, 3-16, 13-01 or 13-02 of Regulation S-X (or any successor provisions) or any schedules required by Regulation S-X, (iii) information required by Regulation G under the Exchange Act or Item 10(e) or Item 402 of Regulation S-K (or any successor provision) or exhibits that would have been required to be filed pursuant to Item 601 of Regulation S-K, (iv) XBRL exhibits, (v) earnings per share information, (vi) information regarding executive compensation and related party disclosure related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A, and (vii) other information customarily excluded from an offering memorandum, including any information that is not otherwise of the type and form currently included in the Offering Memorandum; other than, with respect to this clause (vii), with respect to reports provided under clause (iii) of the immediately preceding paragraph. In addition, notwithstanding the foregoing, the Company were so subjectwill not be required to (i) comply with Sections 302, transmit by mail to all Holders404 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as their names and addresses appear in amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307, 308 or 308T of Regulation S-K (or any successor provision). Substantially concurrently with the Note Register, and furnishing or making available to the Trustee of the information specified in Section 405(a) pursuant thereto, the Company shall also (1) use its commercially reasonable efforts (i) to post copies of such reports on such website as may be then maintained by the Company, or make (ii) to post copies of such reports on a website (which may be nonpublic) to which access is given to Holders of the Notes, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act that certify their status as such to the reasonable satisfaction of the Company), and securities analysts (to the extent providing research and analysis of investment in the Notes to investors and prospective investors therein) and market-making financial institutions reasonably satisfactory to the Company, or (iii) otherwise to provide substantially comparable availability of such reports (as determined by the Company in good faith) (it being understood that, without limitation, making such reports available on a Bloomberg or another private electronic information service shall constitute substantially comparable availability), or (2) to the extent the Company websitedetermines in good faith that it cannot make such reports available in the manner described in the preceding clause (1) copies after the use of any its commercially reasonable efforts, furnish such informationreports to the Holders of the Notes, documents and reports upon their request. (without exhibitsb) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the reporting requirements of this referred to in Section 405 405(a) if the Company or any Parent files and provides reports, documents and information direct or indirect parent of the types otherwise Company has filed reports containing such information with the SEC or posted to any website. (c) Notwithstanding the foregoing, the financial statements, information and other reports required to be provided pursuant to Section 405(a) may be those of any direct or indirect parent of the Company, provided that if the financial information so requiredfurnished relates to such direct or indirect parent of the Company, the same is accompanied by consolidating information that explains in each case within reasonable detail (in the applicable time periodsgood faith judgment of the Company) the differences between the information relating to such parent, on the one hand, and the information relating to the Company is not required and its Subsidiaries on a standalone basis, on the other hand. The Trustee shall have no duty to file review or analyze reports delivered to it. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information separately under contained therein or determinable from information contained therein, including the applicable rules and regulations Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall have no liability or responsibility for the filing, timeliness, or content of such reports, information or other documents. The Trustee shall further not be obligated to monitor or confirm, on a continuing basis or otherwise, any reports or other documents filed with the SEC (after giving effect to or ▇▇▇▇▇ or any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)website hereunder, or participate in any conference calls.

SEC Reports. Notwithstanding that Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will file with the SEC (unless subject to the next sentence) and provide the Trustee and Securityholders with such filing is not permitted under annual reports and other reports as are specified in Sections 13 and 15(d) of the Exchange Act or by and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided that the SEC)times specified for the filings of such reports under such Sections and containing in all material respects, so long as all the Notes are Outstanding, the annual reports, information, documents audit reports and other reports that exhibits required for such reports. If at any time, the Company is required not subject to file the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding sentence with the SEC pursuant within the time periods required unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such Section 13(a) or 15(d) or filings. If notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company will post the reports specified in the preceding sentence on its website within the time periods that would be so required to file apply if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if those reports with the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filedSEC. Notwithstanding the foregoing, if the Company may satisfy such requirements prior to the effectiveness of any audited or reviewed financial statements or registration statement filed pursuant to the Registration Rights Agreement entered into on the Issue Date by filing with the SEC the registration statement, to the extent that any such registration statement contains substantially the same information as would be required to be included in any such filing are not reasonably available on a timely basis as a result filed by the Company if it were subject to the reporting requirements of Section 13 or 15(d) of the Company’s accountants not being “independent” Exchange Act, and by providing the Trustee and Securityholders with such registration statement (as defined pursuant to and any amendments thereto) promptly following the Exchange Act and filing thereof. In addition, in the event that: (a) the rules and regulations of the SEC thereunder)permit a parent entity to report at such parent entity's level on a consolidated basis, and (b) such parent entity is a Guarantor of the Securities and is not engaged in any business in any material respect other than incidental to its ownership of the Capital Stock of the Company, such consolidated reporting by such parent entity in a manner consistent with that described in this Section 4.02 for the Company will satisfy this Section 4.02. At any time that any of the Company's Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, the Company mayshall furnish to the Holder of the Securities and to prospective investors, in lieu upon the requests of making such filing or transmitting or making available the informationHolders, documents and reports so any information required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required delivered pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”Rule 144A(d)(4) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of Securities Act so long as any Securities are not freely transferable under the SEC (after giving effect to any exemptive relief) because of the filings by such ParentSecurities Act. The Company also will shall comply with the other provisions of TIA § (Section) 314(a).

SEC Reports. Notwithstanding that (a) The Company has timely filed with the Company may not be U.S. Securities and Exchange Commission (the "SEC") under the Exchange Act all documents required to be or remain subject to the reporting requirements of Section 13(a) filed under Sections 13, 14 or 15(d) of the Exchange ActAct since December 31, 1997. Prior to each Closing Date, the Company will file shall have previously delivered to the Purchaser (a) each Annual Report on Form 10-K of the Company filed with the SEC since December 31, 1998 (the Annual Report on Form 10-K most recently filed prior to a given Closing Date is referred to herein as the "COMPANY 10-K" relating to such Closing Date), (b) all proxy statements relating to the Company's meetings of stockholders held since December 31, 1998 and (c) all other documents filed by the Company with the SEC since December 31, 1998, in each case as filed with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstandingcollectively, the annual reports"COMPANY SEC REPORTS"). As of their respective dates, information, such documents complied in all material respects with applicable SEC requirements and other reports that the Company is required did not contain any untrue statement of a material fact or omit to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on state a Company website) copies of any such information, documents and reports (without exhibits) so material fact required to be filed. Notwithstanding stated therein or necessary to make the foregoingstatements therein, in light of the circumstances under which they were made, not misleading. (b) Neither the Company nor any Subsidiary of the Company, if any, is a party to or bound by, and neither they nor their properties are subject to, any audited contract or reviewed financial statements other agreement, or information any amendment thereto, required to be included disclosed in any a Form 10-K, Form 10-Q or Form 8-K of the Company which is not disclosed in the Company SEC Reports. Except as disclosed in the Company SEC Reports or as disclosed on Schedule 3.5(b) attached hereto, all of such filing contracts and other agreements are not reasonably available on a timely basis as a result valid, subsisting, in full force and effect, binding upon the Company or the applicable subsidiary of the Company’s accountants not being “independent” (as defined pursuant , if any, and, to the Exchange Act and the rules and regulations best knowledge of the SEC thereunder)Company, binding upon the Company may, other parties thereto in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periodsaccordance with their terms, and the Company is not or the applicable subsidiary of the Company, if any, have paid in full or accrued all amounts now due from them thereunder, and have satisfied in full or provided for their liabilities and obligations thereunder which are presently required to file such reportsbe satisfied or provided for and are not in default under any of them, documents and information separately under nor, to the applicable rules and regulations best knowledge of the SEC (after giving effect Company, is any other party to any exemptive relief) because such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder, other than any such breaches or defaults which would not, either individually or in the aggregate, have a Material Adverse Effect. True and complete copies of all of the filings by such Parent. The Company also will comply with contracts and other agreements referred to in this Section 3.5 have been provided previously to the other provisions of TIA § 314(a)Purchaser.

SEC Reports. Notwithstanding that (a) Since January 1, 2010, the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain furnished (as applicable) by it under Applicable Law at or prior to the time so required, and, after the date of this Agreement and until the Effective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required (all such forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the SEC after January 1, 2010 and at or prior to the Effective Time that are not required to be so filed or furnished, the “SEC Reports”). (b) Each SEC Report complied, or will comply, as the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Since January 1, 2010 through the date hereof, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Entity (i) any written comments that have not been resolved with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or (ii) any written notice that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Knowledge of the Company, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Entity of any SEC Reports (including the financial statements included therein). (e) No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, . (f) No executive officer of the Company will file has failed to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC)Reports. Since January 1, so long as the Notes are Outstanding2010, the annual reports, information, documents and other reports that neither the Company is required to file with nor any of its executive officers has received any written notice from any Governmental Entity challenging or questioning the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will alsoaccuracy, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectcompleteness, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such manner of filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)certifications.

SEC Reports. Notwithstanding Parent has filed all forms, reports and documents with the SEC that the Company may not be have been required to be or remain subject filed by it under applicable laws prior to the reporting requirements of Section 13(a) or 15(d) of the Exchange Actdate hereof, the Company and Parent will file prior to the Effective Time all forms, reports and documents with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes that are Outstanding, the annual reports, information, documents and other reports that the Company is required to file be filed by it under applicable laws prior to such time (all such forms, reports and documents, together with any other forms, reports or other documents filed by Parent with the SEC pursuant to such Section 13(a) on or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and prior to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so Effective Time that are not required to be so filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting DateParent SEC Reports”) and (b) if the Company makes such an election and such filing has not been made). Each Parent SEC Report complied, or such information, documents and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made availableExchange Act, as the case may be, each as in effect on the date such Parent SEC Report was, or will be, filed. True and correct copies of all Parent SEC Reports filed prior to the date hereof, whether or not required under applicable laws, have been furnished to the Company or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (yE▇▇▇▇) database of the first anniversary SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such Reporting Date (provided that amended or superseded filing), each Parent SEC Report did not more than 0.50% per annum and will not contain any untrue statement of a material fact or omit to state any material fact necessary in liquidated damages shall be payable for any period regardless order to make the statements made therein, in the light of the number circumstances under which they were made, not misleading. None of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company Parent’s Subsidiaries is not required to file such reportsany forms, reports or other documents and information separately with the SEC. No executive officer of Parent has failed to make the certifications required of him or her under the applicable rules and regulations Section 302 or 906 of the SEC (after giving effect S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any exemptive relief) because of the filings by such Parent. The Company also will comply Parent SEC Report, except as disclosed in certifications filed with the other provisions Parent SEC Reports. Neither Parent nor any of TIA § 314(a)its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Reports. Notwithstanding that the The Company may not be has filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or remain subject to furnished, as applicable by the reporting requirements of Section 13(a) or 15(d) of Company under the Securities Act and the Exchange Act, for the Company will file with the SEC one (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a1) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after year preceding the date on which hereof (or such shorter period as the Company was so required by law or regulation to file or would be so required such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to file if herein as the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website“SEC Reports”) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. The SEC Reports at the time they were filed complied, in all material respects with the Securities Act or the Exchange Act, as a result applicable. There are no Contracts, or any material changes or amendments thereto, or any waivers of any material right thereunder, that are required to be described in the SEC Reports that were not described, in all material respects, as required in the SEC Reports. There are no Contracts, or any material changes or amendments thereto, or any waivers of any material right thereunder, that are required to be filed as exhibits to the SEC Reports will not have been filed as required therein. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunderknowledge, threatened orally), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations regarding any accounting practice of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)Company.

SEC Reports. Notwithstanding that (a) The Company will file with the Company may not be required SEC all information, documents and reports to be or remain subject filed with the SEC pursuant to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, whether or not the Company will file with the SEC (unless is subject to such filing is not permitted under the Exchange Act or by the SEC)requirements, so long as the Notes are OutstandingSEC will accept such filings; provided, the annual reportshowever, information, documents and other reports that the Company is shall not be required to file with the SEC pursuant make any such filings prior to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or Company's Annual Report on Form 10-K for the fiscal year ended June 29, 1997 would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so have been required to be filed. Notwithstanding filed if, at the foregoing, if any audited or reviewed financial statements or information time such filings would have been required to be included in any such filing are not reasonably available on a timely basis as a result of made with the Company’s accountants not being “independent” SEC, either (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (ai) the Company shall in any event be have provided to each Holder of the Notes the information that would have been required to make be filed or (ii) the Exchange Registration Statement (as such term is defined in the Registration Rights Agreement) has been filed with the SEC but has not yet been declared effective and copies of the Exchange Offer Registration Statement and any amendments thereto (to the extent such Registration Statement and/or amendments contain additional information not disclosed in the Offering Memorandum that would have been the subject of a filing and so transmit required to be made under Section 13 or make available 15(d) of the Exchange Act) have been provided to each Holder of the Notes, provided that any exhibits to the Exchange Registration Statement (or any amendments thereto) need not be delivered to any Holder of the Notes, but sufficient copies thereof shall be furnished to the Trustee as reasonably requested to permit the Trustee to deliver any such audited exhibits to any Holder of the Notes upon request. The Company (at its own expense) shall file with the Trustee within 100 days after the end of each fiscal year of the Company, or reviewed financial statements or information no later than within 50 days after the end of each of the first anniversary three fiscal quarters of each fiscal year of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made availableCompany, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on copies of the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, annual reports or such information, documents and reports have been transmitted or made availableunaudited quarterly consolidated financial statements, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reportsinformation, documents and information other reports (or copies of such portions of any of the types otherwise so requiredforegoing as the SEC may be rules and regulations prescribe) which the Company files with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Upon qualification of this Indenture under the TIA, in each case within the applicable time periodsCompany shall also comply with the provisions of TIA Section 314(a). (b) At the Company's expense, and regardless of whether the Company is not required to file furnish such reportsreports and other information referred to in paragraph (a) above to its stockholders pursuant to the Exchange Act, documents the Company shall cause such reports and other information separately to be mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar within 100 days after the end of each fiscal year of the Company, or within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, as the case may be. Such reports shall be delivered to the Registrar and the Registrar will mail them, at the Company's expense, to the Holders at their addresses appearing in the register of Notes maintained by the Registrar. (c) The Company shall, upon request, provide to any Holder of Notes or any prospective transferee of any such Holder any information concerning the Company (including financial statements) necessary in order to permit such Holder to sell or transfer Notes in compliance with Rule 144A under the applicable rules and regulations Securities Act; provided, however, that the Company shall not be required to furnish such information in connection with any request made on or after the date which is three years (or such other date as the Notes shall be freely transferable pursuant to Rule 144) from the later of (i) the date such Note (or any predecessor Note) was acquired from the Company or (ii) the date such Note (or any predecessor Note) was last acquired from an "affiliate" of the SEC (after giving effect to any exemptive relief) because Company within the meaning of Rule 144 under the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)Securities Act.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will alsoIf, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subjectat any time, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, ; provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any such liquidated damages. The Company will be deemed to have satisfied furnished the reports referred to above to the Trustee and the Holders if any direct or indirect Parent is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and has filed reports required under Section 13(a) or 15(d) of the Exchange Act with the SEC via the ▇▇▇▇▇ (or successor) filing system and such reports are publicly available. Subject to Article VII, delivery of reports, information and documents to the Trustee under this Section 405 if any Parent files is for informational purposes only and provides reports, documents and information the Trustee’s receipt (or constructive receipt) of the types otherwise so requiredforegoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, in each case within including the applicable time periodsCompany’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). Subject to Article VII, and the Trustee is not obligated to confirm that the Company is not required has complied with its obligations contained in this Section 405 to file such reports, documents reports with the SEC or post such reports and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a)on its website.